SecProbe.io

CORRESP
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filename1.htm

February
11, 2015

Amanda Ravitz,
Assistant Director

Securities
and Exchange Commission

Division
of Corporation Finance

100 F Street,
NE

Washington,
DC 20549

    Re:

    Boxlight
    Corporation (f/k/a Logical Choice Corporation)

    Draft
    Registration Statement on Form S-1

    Submitted
    November 12, 2014

    CIK
    No. 0001624512

Dear Ms.
Ravitz:

This
letter responds to the letter of the staff of the United States Securities and Exchange Commission (the “Staff”),
dated December 9, 2014 (the “Comment Letter”), to Mark Elliott, Chief Executive Officer of Boxlight Corporation (f/k/a
Logical Choice Corporation). (the “Company”) regarding the Confidential Draft Registration Statement on Form S-1 (the
“Registration Statement”), submitted by the Company on November 12, 2014.

This
letter sets forth each comment of the Staff from the Comment Letter (numbered in accordance with the Comment Letter). Immediately
following each comment is the Company’s response to that comment, including, where applicable, a cross-reference to the
location of the changes made. The Company is concurrently submitting via EDGAR this letter and an amended draft Registration Statement
on Form S-1 (the “Amended Registration Statement”).

General

1.	It
appears that you intend to conduct this offering on a firm commitment basis. Please provide all of the disclosure required by
Item 508 of Regulation S-K in your next amendment, including the identity of the underwriter(s), or provide a full explanation
of why the information cannot be included at this time.

RESPONSE:
We have provided the disclosure required by Item 508 of Regulation S-K and named Aegis Capital Corp. as the lead underwriter
for the offering.

2.	Please
provide all Regulation S-K disclosure required by Form S-1. We note, for example, that you have entirely omitted the disclosures
required by Items 402 and 505 of Regulation S-K.

RESPONSE:
We have revised the S-1 to provide all required disclosures under Regulation S-K. Disclosures under Item 402 were omitted
because the company was recently formed in September 2014, accordingly there was no executive compensation paid to the named executive
officers in prior fiscal years. We have included disclosure of the terms of the employment agreement for each of the named executive
officers. We have added the disclosure required by Item 505 of Regulation S-K on the determination of the offering price.

Explanatory
Note, page 1

3.	Please
revise to remove the implication that you do not know what assumptions about general economic growth you used when preparing your
internal forecasts.

RESPONSE:
The requested revision has been made.

Special
Note Regarding Forward-Looking Statements, page 2

4.	Please
note that neither Section 27A of the Securities Act of 1933 nor Section 21E of the Securities Exchange Act of 1934 apply to initial
public offerings Please revise to remove references to these statutes.

RESPONSE:
The requested revision has been made.

Prospectus
Summary, page 3

5.	Please
provide a discussion of your current business and a brief history of your operations prior to the proposed transactions involving
Genesis, Boxlight and Globisens.

RESPONSE:
The requested disclosure has been made.

6.	Please
tell us why you believe it is appropriate to include pro forma line item financial results in your summary, in light of the complex
nature of the structure of and accounting for your anticipated acquisitions.

RESPONSE:
We believed that inclusion of pro forma line item financial results would assist investors in analyzing the financial position
and results of operations of Company as it will exist after the closing of the offering. We have removed this information, as
it appears from the comment that the Staff believes this information is likely to confuse investors.

7.	Please
revise your summary so that it is clear what portion of the discussion covers your present business and what portion relates to
your proposed acquisitions. Make similar revisions throughout.

RESPONSE:
We have revised the summary and throughout the prospectus to clarify the disclosure about our present business and our proposed
acquisitions.

8.	Please
revise the second-to-last paragraph on page 3 to specify, if material, the percentage of revenues accounted for on a consolidated
basis by Boxlight’s contract manufacturing for brand-name equipment suppliers.

RESPONSE:
We have revised the prospectus summary to specify that the revenue by Boxlight’s contract manufacturing for brand-name
equipment suppliers accounts for approximately 43% of Boxlight’s revenues on a consolidated basis.

    2

Our
History and Proposed Acquisitions, page 6

9.	Please
revise to clarify, if true, that the shares to be issued in the transactions conducted with Genesis, Boxlight, and Globisens will
be unregistered. If so, please also provide your analyses of the Securities Act exemptions applicable to each step of the transactions.

RESPONSE:
The shares issuable to the stockholders of Boxlight, Globisens and the four former members of Genesis will be issued simultaneously
upon the consummation of this offering. Those shares will be unregistered and issued in reliance on Section 4(a)(2) of the Securities
Act of 1933, as each of those shareholders are accredited investors.

10.	Please
clarify whether the closings of the Genesis, Boxlight and Globisens transactions are dependent upon each other.

RESPONSE:
The consummation of this offering is dependent upon the acquisitions of Boxlight and Globisens, but is not dependent upon
the closing of the acquisition of Genesis. If the offering is not consummated, none of the acquisitions will be consummated. Each
acquisition is conditional upon the closing of this offering or another liquidity event acceptable to the shareholders of Boxlight
and Globisens.

11.	Please
clarify whether the four former members of Genesis were issued 1,000,000 shares of your company’s Series B Preferred Stock
upon filing of this registration statement or if the shares will be issued only upon completion of the offering.

RESPONSE:
The shares issuable to the four former members of Genesis will be unregistered and issued only upon consummation of the offering.
If the offering is not consummated, no shares will be issued to the former members of Genesis.

12.	Please
consider providing a graphical representation of your proposed post transaction structure, to the extent that you believe it will
aid an investor in understanding your proposed business.

RESPONSE:
We have revised the document to include a post-transaction structure chart.

13.	We
note throughout the filing that you refer to the acquisition of Boxlight and you also refer to the same transaction as the acquisition
of Everest Display Inc. In order to provide greater clarity to the reader, please revise the filing throughout to consistently
refer to this transaction in the same manner, either as the acquisition of Boxlight or as the acquisition of Everest Display.

RESPONSE:
We have revised the filing throughout to consistently refer to the transaction as the acquisition of Boxlight. With this Amendment
No. 1 to the Registration Statement on Form S-1, the Company has changed its name from Logical Choice Corporation to Boxlight
Corporation, which we refer to as “Boxlight Parent.”

    3

Acquisition
of Boxlight, page 7

14.	Please
disclose the performance or milestone which provides the basis for the issuance of 1,028,000 bonus shares. In addition, please
identify the recipients of the bonus shares.

RESPONSE:
The bonus shares are being issued only upon the consummation of the offering and acquisition of Boxlight, as a reward
to those members of senior management and employees who have worked for Boxlight for more than 10 years. There are no other performance
or milestones to be achieved for this issuance. Mr. Nance, our President and Chief Operating Officer, who is also senior management
at Boxlight, will receive approximately 54% of the total number of bonus shares issuable for introducing Boxlight Parent to Boxlight,
in contemplation of an acquisition. We have revised the disclosure to delete the number of bonus shares issuable as such number
will be eight percent (8%) of the shares issuable to the Boxlight shareholders upon consummation of the offering and the acquisition,
which number will not be determinable until the offering size has been fixed.

.

Our
Corporate Information, page 8

15.	Please
supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you,
or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

RESPONSE:
As of the date hereof, there have been no written communications as defined in rule 405 under the Securities Act.

16.	We
note your disclosure that you qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups
Act. Please revise the filing to disclose your election as to the extended transition period provided in Securities Act Section
7(a)(2)(B) for complying with new or revised accounting standards

RESPONSE:
We have revised our disclosure to state that we will take advantage of the extended transition period provided in Securities
Act Section 7(a)(2)(B) for complying with new or revised accounting standards.

We
operate in a highly competitive industry, page 11

17.	Please
tell us how you determined which competitors to name in your prospectus. In this regard, please note that we do not consider name
recognition to be a sufficient basis for identifying a competitor in your prospectus.

RESPONSE:
We determined which competitors to name based on information collected from a number of sources. When participating in bids
for vending opportunities, competing bidders’ identities, specific products and services offered, and pricing often becomes
available after a bid has been awarded. We, directly or indirectly through our designated resellers, regularly review that information
to gain an understanding of our competitors. In addition, we subscribe to publications that provide market information including
the competitive landscape in our sectors. For example, Future Source, is a highly recognized source for analysis of competitors
and market trends in projector and interactive display markets, and Specific Media is another source that provides market insights.
Competitors are also visible to us when we participate in trade shows and conferences that specialize in our markets. In addition,
internally, we have product specialists responsible for tracking and compiling information pertaining to our product solutions
and competitors.

    4

Our future
sales of interactive displays in developed markets..., page 13

18.	Please
reconcile your disclosure that market saturation may have already occurred with your disclosure elsewhere in the prospectus regarding
expanding market opportunities. Make revisions throughout the prospectus, as appropriate.

RESPONSE:
Our references to market saturation are with respect to the use of interactive displays in developed countries, such as in
the United States and the U.K. We believe significant opportunities exist to expand outside of these areas.

Our
suppliers may not be able to supply..., page 13

19.	Please
expand your disclosure in the appropriate section to discuss the material terms of your supply agreements, such as duration of
the agreements and the ability to terminate the agreements. Also, clarify which suppliers have not delivered components in a timely
manner. In addition, clarify whether the difficulties with these suppliers has been resolved.

RESPONSE:
We do not have written supply agreements. In general, our suppliers deliver components in a timely manner. We have only had
one occasion where we experienced component shortage as a result of overselling our forecast. We have expanded our disclosure
under “Use of Proceeds,” to include that we intend to use part of the proceeds from this offering to improve our inventory
management.

An
affiliate is in liquidation, page 15

20.	Please
provide us with your analysis as to why the liquidation process will not impact the contribution of assets (i.e., shares) to your
company by Vert Capital Corporation and/or outstanding credit agreements involving Vert Capital, its affiliates and the company.
In addition, quantify the potential creditor claims if possible.

RESPONSE:
We have added disclosure to the risk factor as suggested.

Risks
Related to our Foreign Operations, page 15

21.	Please
tell us what consideration you have given to describing risks specific to Chinese and Israeli operations, in light of your planned
acquisition of operations in those countries.

RESPONSE:
We have revised our risk factors on foreign operations to include those risks that are specific to operations in Israel and
Taiwan.

Capitalization,
page 24

22.	Please
reconcile your disclosure of your historical shares outstanding as of June 30, 2014 to LCC’s historical shares outstanding
on page F-72.

RESPONSE:
We issued 25,600,000 shares of common stock as of October 3, 2014. We have reconciled our disclosure of our shares issued
and outstanding under the “Capitalization” section with our financial statements.

    5

Unaudited
Pro Forma Combined Financial Statements, page 26

Notes
to Unaudited Pro Forma Combined Financial Statements, page 30

23.	Please
explain to us why you have not reflected any pro forma adjustments to reflect the tax impact of the pro forma adjustments.

RESPONSE:
We respectfully inform the Staff that we are not aware of any material tax impact that will result from these currently proposed
transactions.

24.	We
note from pages 27 and 28 that you have 27,191,493 of pro forma weighted average common shares outstanding for the year ended
December 31, 2013 and six months ended June 30, 2014. Please revise your filing to disclose how you determined the pro forma weighted
average number of common shares outstanding for the aforementioned periods.

RESPONSE:
On a pro forma basis, we consider all shares to be issued in connection with the acquisitions of Boxlight, Globisens and Genesis
transactions to have been issued and outstanding at the beginning of the periods presented. We have revised our disclosure to
provide the following adjusted breakdown for all shares to be issued under these transactions to different parties:

    Everest Display, Inc.(Boxlight)
      12,438,390

    Globisens
      1,847,000

    Genesis
      2,239,000

    Shares issued for cash
      10,805,426

    Total shares issued
      27,329,816

These
shares have been calculated based on the percentage of total fully diluted outstanding common shares (immediately after the completion
of the acquisitions) that each party would receive based on the result of our negotiation with each party. Total outstanding shares
immediately after the completion of the proposed transactions is temporarily assumed to be 57,628,940 shares for pro forma disclosure
purpose and would be updated to the final result when the offering price is determined.

(2)
Stock Option Expense, page 30

25.	We
note that you have taken the average historical volatility of a group of comparable publicly traded companies over a period equal
to the expected life of the options Please describe to us in greater detail the nature of the comparable publicly traded companies
you selected and the basis for your conclusion to select those companies. Discuss how you considered factors such as industry,
stage of life cycle, size and financial leverage when selecting the comparable companies. Refer to paragraphs 718-10-55-36 and
37 of the FASB Accounting Standards Codification and Question 6 in SAB Topic 14.D.1.

    6

RESPONSE:
We have revised our volatility using Peerless Systems Corp, Emagin Corp, and Microvi