SEC Comment Letter for Boxlight Corp (BOXL) (CIK 0001624512) (BOXL) — Jul 10, 2017
Boxlight Corp (BOXL) (CIK 0001624512)
Date: July 10, 2017 · CIK: 0001624512 · Accession: 0000000000-17-024046
AI Filing Summary & Sentiment
File numbers found in text: 333-204811
Letter
Mail Stop 3030 July 10, 2017 Via E -mail Mark Elliott Chief Executive Officer Boxlight Corporation 1045 Progress Circle Lawrenceville, Georgia 30043
Re: Boxlight Corporation Post-Effective Amendment to Form S-1 Filed June 30, 2017 File No. 333-204811
Dear Mr. Elliott:
We have limited our review of your post-effective amendment 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. Unless we note otherwise, our references to prior comments are to comments in our June 7, 2017 letter .
Registration Statement
1. Reconcile your response to prior comment 2 with exhibit 4.9.
Risk Factors, page 11
2. In an appropriate risk factor, disclose the aggregate amount of all of your obligations that are in default, including the AHA note mentioned on page 42 and any other obligations. Also revise your disclosure on page 6 accordingly.
Mark Elliott Boxlight Corporation July 10 , 2017 Page 2
Use of Proceeds , page 25
3. Revise so that the aggregate use of proceeds disclosed in the “75%” and “Maximum” columns does not exceed the disclosed net proceeds in those columns.
Rule 144, page 6 5
4. We note your response to prior comment 3 and that you have not filed a Form 10 -K for your last completed fiscal year . Revise your disclosure regarding permitted resales to explain the effect of Rule 144(c)(1).
Undertakings, page 81
5. We note your response to prior comment 6. Please provide the undert akings required by Item 512(a)(1) of Regulation S -K.
Please contact Heather Percival at (202) 551 -3498 or me at (202) 551 -3617 with any questions.
Sincerely,
/s/ Russell Mancuso
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Mail Stop 3030 July 10, 2017 Via E -mail Mark Elliott Chief Executive Officer Boxlight Corporation 1045 Progress Circle Lawrenceville, Georgia 30043 Re: Boxlight Corporation Post-Effective Amendment to Form S-1 Filed June 30, 2017 File No. 333-204811 Dear Mr. Elliott: We have limited our review of your post-effective amendment 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. Unless we note otherwise, our references to prior comments are to comments in our June 7, 2017 letter . Registration Statement 1. Reconcile your response to prior comment 2 with exhibit 4.9. Risk Factors, page 11 2. In an appropriate risk factor, disclose the aggregate amount of all of your obligations that are in default, including the AHA note mentioned on page 42 and any other obligations. Also revise your disclosure on page 6 accordingly. Mark Elliott Boxlight Corporation July 10 , 2017 Page 2 Use of Proceeds , page 25 3. Revise so that the aggregate use of proceeds disclosed in the “75%” and “Maximum” columns does not exceed the disclosed net proceeds in those columns. Rule 144, page 6 5 4. We note your response to prior comment 3 and that you have not filed a Form 10 -K for your last completed fiscal year . Revise your disclosure regarding permitted resales to explain the effect of Rule 144(c)(1). Undertakings, page 81 5. We note your response to prior comment 6. Please provide the undert akings required by Item 512(a)(1) of Regulation S -K. Please contact Heather Percival at (202) 551 -3498 or me at (202) 551 -3617 with any questions. Sincerely, /s/ Russell Mancuso Russell Mancuso Branch Chief Office of Electronics and Machinery cc: Tahra T. Wright Loeb & Loeb LLP