SEC Company Response from Boxlight Corp (BOXL) (CIK 0001624512) (BOXL) — Aug 10, 2015

Boxlight Corp (BOXL) (CIK 0001624512)
Date: Aug. 10, 2015 · CIK: 0001624512 · Accession: 0001493152-15-003490

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AI Filing Summary & Sentiment

File numbers found in text: 333-204811

Date

August 10, 2015

Author

BOXLIGHT

Form

CORRESP

Company

Boxlight Corp (BOXL) (CIK 0001624512)

Letter

Securities and Exchange Commission Division of Corporation Finance Re: Boxlight Corporation (formerly known as Logical Choice Corporation) Amendment No. 5 Registration Statement on Form S-1 Submitted August 10, 2015 Registration No. 333-204811

Dear Ms. Ravitz:

This letter is being filed to respond to an oral comment by the staff of the United States Securities and Exchange Commission, to Tahra Wright at Loeb & Loeb LLP, our legal counsel.

1. Please confirm that the Company will file complete versions of all material exhibits.

RESPONSE: This Amendment No. 5 to the Registration Statement, is being filed as an “exhibit-only” filing (i) to amend Exhibit 3.1 (Articles of Incorporation of Boxlight), which was filed with the Secretary of State of the State of Nevada on August 6, 2015 solely to reflect a one-for-7.665 reverse stock split of the Company’s Common Stock to be effective on August 13, 2015; (ii) to include final forms of Exhibits 4.1, 4.2 and 4.3, the Certificates of Designations of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, respectively, to be filed with the Secretary of State of the State of Nevada;(iii) to include Exhibit 5.1 (legal opinion of Loeb & Loeb LLP) and Exhibit 23.1 (consent of Loeb & Loeb LLP); (iv) solely to include the schedules and exhibits to the following exhibits (a) Exhibit 10.1 (Share Purchase Agreement, by and among the majority stockholders of Everest Display, Inc., Boxlight Display, Inc., the registrant and Vert Capital Corp.), and (b) Exhibit 10.3 (Stock Purchase Agreement, by and among the shareholders of Globisens Ltd. and the registrant); and (v) to include final forms of the executed versions of (a) Exhibit 10.5 (Subscription Letter by and among the registrant and certain founding shareholders of the registrant) and (b) Exhibit 10.6 (Promissory Note payable to the registrant by certain founding shareholders of the registrant).

With the filing of this Amendment No. 5 the Company has filed complete sets of all material exhibits.

If you require any additional information on these issues, or if the Company can provide you with any other information that will facilitate your continued review of this filing, please advise us at your earliest convenience. You may reach me at (404) 891-1122. In addition, please contact Mitchell S. Nussbaum of Loeb & Loeb LLP at (212) 407-4159 if you have any questions or require additional information.

Sincerely,
BOXLIGHT
CORPORATION

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CORRESP
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filename1.htm

BOXLIGHT
CORPORATION

1045 PROGRESS CIRCLE

LAWRENCEVILLE, GA 30043

August
10, 2015

Amanda
Ravitz, Assistant Director

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

    Re:
    Boxlight
    Corporation (formerly known as Logical Choice Corporation)

    Amendment
    No. 5 Registration Statement on Form S-1

    Submitted
    August 10, 2015

    Registration
    No. 333-204811

Dear
Ms. Ravitz:

This
letter is being filed to respond to an oral comment by the staff of the United States Securities and Exchange Commission, to Tahra
Wright at Loeb & Loeb LLP, our legal counsel.

1.
Please confirm that the Company will file complete versions of all material exhibits.

RESPONSE:
This Amendment No. 5 to the Registration Statement, is being filed as an “exhibit-only” filing (i) to amend
Exhibit 3.1 (Articles of Incorporation of Boxlight), which was filed with the Secretary of State of the State of Nevada on August
6, 2015 solely to reflect a one-for-7.665 reverse stock split of the Company’s Common Stock to be effective on August 13,
2015; (ii) to include final forms of Exhibits 4.1, 4.2 and 4.3, the Certificates of Designations of Series A Convertible Preferred
Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, respectively, to be filed with the Secretary
of State of the State of Nevada;(iii) to include Exhibit 5.1 (legal opinion of Loeb & Loeb LLP) and Exhibit 23.1 (consent
of Loeb & Loeb LLP); (iv) solely to include the schedules and exhibits to the following exhibits (a) Exhibit 10.1 (Share Purchase
Agreement, by and among the majority stockholders of Everest Display, Inc., Boxlight Display, Inc., the registrant and Vert Capital
Corp.), and (b) Exhibit 10.3 (Stock Purchase Agreement, by and among the shareholders of Globisens Ltd. and the registrant); and
(v) to include final forms of the executed versions of (a) Exhibit 10.5 (Subscription Letter by and among the registrant and certain
founding shareholders of the registrant) and (b) Exhibit 10.6 (Promissory Note payable to the registrant by certain founding shareholders
of the registrant).

With
the filing of this Amendment No. 5 the Company has filed complete sets of all material exhibits.

If
you require any additional information on these issues, or if the Company can provide you with any other information that will
facilitate your continued review of this filing, please advise us at your earliest convenience. You may reach me at (404) 891-1122.
In addition, please contact Mitchell S. Nussbaum of Loeb & Loeb LLP at (212) 407-4159 if you have any questions or require
additional information.

Sincerely,

    BOXLIGHT
    CORPORATION

    By:
    /s/
    Mark Elliott

    Name:
    Mark
    Elliott

    Title:
    Chief
    Executive Officer

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