November 16, 2023

VIA E-MAIL AND EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Mail Stop 3030

Washington, D.C. 20549-4561

Dear Mr. Kim and Mr. Jones:

Edgio, Inc. (”Edgio”, “Company”, “we”, or “us”) has received the comment letter dated November 2, 2023 from the staff of the Division of Corporation Finance (“Staff”), and below is our response to the Staff’s comment. For ease of reference, we have recited the Staff’s comment in italicized, bold type and have followed the comment with the Company’s response.

Form 10-K for the Fiscal Year Ended June 30, 2023

Consolidated Statements of Operations, page 49

1. Per footnote (2) on the face of the statements of operations, you state cost of services excludes amortization related to various noted intangible assets and you present gross profit that excludes these expenses. Accordingly, it appears your presentation of “gross profit” is a prohibited non-GAAP financial measure pursuant to Item 10(e)(1)(ii)(C) of Regulation S-K. Please remove this measure from the face of your statements of operations. Additionally, if you present non-GAAP “gross profit” measure elsewhere in the filing, clearly label it as non-GAAP and include all required disclosures regarding non-GAAP measures in accordance with Item 10(e)(1)(i) of Regulation S-K, including a reconciliation to the comparable GAAP measure (whether or not the comparable GAAP measure is presented). Consider this comment in regard to your presentation in earnings releases contained in Form 8-K’s furnished.

Response to Staff’s Comment

We respectfully acknowledge the Staff’s comment, starting with the Form 10-Q for the quarter ended September 30, 2023 (as shown below) and future filings including the 2023 Form 10-K, the Company included the amortization of acquired technology as a component of cost of revenue, in its consolidated financial statements of operations as a separate line “Amortization—technology”, by analogy to ASC 985-20-45-1. The Company’s management believes that acquired technology directly relates to technology used to provide services to its customers, and therefore, it is appropriate to be included in cost of revenue within the consolidated statements of operations.

In addition to acquired technology, the Company records client relationships and trade name intangible assets in connection with its business combinations. Client relationships intangible assets primarily relate to the sales and marketing of the Company’s products and services. Trade name intangible assets represent the name recognition value associated with acquired businesses. Both the client relationships and trade name intangible assets are a component of and integral to its sales processes and accordingly the Company records amortization of its client relationships and trade name acquired intangible assets, along with depreciation expenses, within operating expenses as “depreciation and amortization” within the consolidated statements of operations.

Additionally, the Company corrected its prior period presentation of amortization of acquired technology and reclassified amounts recorded for amortization of acquired technology from total operating expenses within the caption “depreciation and amortization” to cost of revenue within the caption “amortization—technology” in the consolidated statements of operations.

Note 19. Leases and Commitments, page 89

2. Please disclose, in your annual and interim period filings, the weighted-average remaining lease term and weighted-average discount rate for all periods presented in accordance with ASC 842-20-50-4(g).

Response to Staff’s Comment

We respectfully acknowledge the Staff’s comment, starting with the Form 10-Q for the quarter ended September 30, 2023, and future filings including the 2023 Form 10-K, the Company disclosed the weighted average remaining lease term and weighted-average discount rate for all periods presented in accordance with ASC 842-20-50-4(g).

Form 10-Q for Fiscal Quarter Ended June 30, 2023

Management’s Discussion and Analysis of Financial Condition and Results of Operations

3. You have reported several consecutive periods of operating and net losses and negative operating cash flows. Please discuss whether these are known trends. In doing so, include descriptions and amounts of matters that have had a material impact on reported operations, as well as matters that are reasonably likely based on your assessment to have a material impact on future operations. For example, consider discussing the operational reasons for the losses and negative operating cash flows, what you must do to generate positive results and operating cash flows and explain how you intend to meet your cash requirements and maintain operations. Refer to Item 303 of Regulation S-K and Release No. 33-6835 and 33-8350 for guidance.

Response to Staff’s Comment

We respectfully acknowledge the Staff’s comment, after review of Item 303 of Regulation S-K and Release No. 33-6835 and 33-8350, starting with the Form 10-Q for the quarter ended September 30, 2023 and future filings including the 2023 Form 10-K, the Company expanded its disclosure to include discussions on known trends and descriptions of operational reasons for the losses and negative operating cash flows and amounts of matters that had a material impact on reported operations, as well as matters that are reasonably likely based on the Company’s assessment to have a material impact on future operations and cash flows. Below is what the Company added to the Form 10-Q for the quarter ended September 30, 2023:

Although we have incurred operating losses to date, our losses continue to decline due to cost-saving measures implemented after the Edgecast Acquisition in June 2022. These cost saving measures included workforce reductions announced in September 2022, December 2022 and June 2023 which impacted all functions of the business. Cost savings realized from the Edgecast Acquisition was approximately $15,000 and $23,000 for the three and nine months ended September 30, 2023, respectively. Cost savings realized from the Edgecast Acquisition was approximately $13,000 and $39,000 for the three and nine months ended September 30, 2022, respectively. We will continue to look for opportunities to improve our cost structures from additional synergies.

We have experienced continued negative operating cash flow to fund losses incurred to date. Our cash used in operations was $47,116 for the nine months ended September 30, 2023, compared to $19,819 for the nine months ended September 30, 2022. Refer to the discussion in the New Secured Credit Facility and Termination of the Credit Agreement section of Liquidity and Capital Resources below for more information. We believe this infusion of capital, along with our existing cash on hand, will allow us to invest in key areas to drive towards profitability in 2024 and 2025.

Results of Operations

4. Please revise to quantify factors to which changes are attributed. For example, you attribute the revenue increase to the inclusion of revenue from the Edgecast acquisition, however, you do not quantify its impact, nor address how the decrease in the number of your active clients worldwide affected your revenue. Refer to the introductory paragraph of Item 303(b) of Regulation S-K and (b)(2)(i) therein, and section 501.04 of our Codification of Financial Reporting Policies for guidance.

Response to Staff’s Comment

We respectfully acknowledge the Staff’s comment, after review of Item 303(b) of Regulation S-K and (b)(2)(i) and section 501.04 of Codification of Financial Reporting Policies, starting with the Form 10-Q for the quarter ended September 30, 2023 and future filings including the 2023 Form 10-K, the Company included the impact of Edgecast revenue and impact from customer churn in discussing its results of operations. Below is what the Company added to the Form 10-Q for the quarter ended September 30, 2023:

Our revenue decreased during the three months ended September 30, 2023, versus the comparable 2022 period, primarily due to customer churn and elongated booking cycles. Our revenue increased during the nine months ended September 30, 2023, versus the comparable 2022 period, primarily due to the inclusion of revenue from the Edgecast Acquisition, partially offset by customer churn. Edgecast revenue for the three and nine months ended September 30, 2023, was $49,850 and $154,966, respectively, compared to $62,231 and $75,005 for the three and nine months ended September 30, 2022, respectively. Our active clients worldwide decreased to 829 as of September 30, 2023, compared to 996 as of September 30, 2022.

Liquidity and Capital Resources

Operating Activities

5. It appears your analyses in this Form 10-Q and 2022 Form 10-K do not fully explain the changes in net cash flows of operating activities between the respective current and corresponding prior year periods presented. For example, the items cited in this Form 10-Q analysis appear to sum to a negative change of $6,885 for the current period when the current period decreased by $21,187, and the items cited in the 2022 Form 10-K analysis appear to sum to a positive change of $39,447 for the current period when the current period decreased by $12,758. Please expand your analysis to discuss all material factors affecting the reported amount of operating cash flows from period to period and the reasons underlying these factors. In so doing, refer to the introductory paragraph of section IV.B and B.1 of Release No. 33-8350 for guidance on the analysis.

Response to Staff’s Comment

We respectfully acknowledge the Staff’s comment, after review of introductory paragraph of section IV.B and B.1 of Release No. 33-8350, starting with the Form 10-Q for the quarter ended September 30, 2023 and future filings including the 2023 Form 10-K, the Company included discussion on more line items on the consolidated statements of cash flow to explain the impact on its net cash flows used in operating activities. Below is what the Company added to the Form 10-Q for the quarter ended September 30, 2023:

Operating Activities

Net cash used in operating activities was $47,116 for the nine months ended September 30, 2023, compared to net cash used in operating activities of $19,819 for the comparable 2022 period, an increase of $27,297. Net loss was $95,126 for the nine months ended September 30, 2023, compared to net loss of $89,993 for the comparable 2022 period, an increase in net loss of $5,133. Changes in adjustments to reconcile net loss to net cash provided by operating activities of $42,869 during the nine months ended September 30, 2023, compared to $41,151 in the comparable 2022 period, were primarily due to:

Changes in operating assets and liabilities of $5,141 during the nine months ended September 30, 2023, compared to $29,023 in the comparable 2022 period, were primarily due to:

The timing and amount of future working capital changes and our ability to manage our days sales outstanding will also affect the future amount of cash used in or provided by operating activities.

The Company acknowledges that it is responsible for the accuracy and adequacy of its disclosures. Should you have any questions or comments about our responses, please contact me at (408) 981-8342 or scumming@edg.io.