SEC Company Response from Boxlight Corp (BOXL) (CIK 0001624512) (BOXL) — Sep 15, 2015
Boxlight Corp (BOXL) (CIK 0001624512)
Date: Sept. 15, 2015 · CIK: 0001624512 · Accession: 0001493152-15-004361
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File numbers found in text: 333-204811
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CORRESP
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filename1.htm
BOXLIGHT
CORPORATION
1045 PROGRESS CIRCLE
LAWRENCEVILLE, GA 30043
September
15, 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. 6 Registration Statement on Form S-1
Filed
September 3, 2015
Registration
No. 333-204811
Dear Ms.
Ravitz:
This
letter is being filed to respond to oral comments by the staff of the United States Securities and Exchange Commission (the “Staff”),
to Tahra Wright at Loeb & Loeb LLP, our legal counsel. We have filed Amendment No. 7 to the Registration Statement on Form
S-1 (the “Amended Registration Statement”) to address the comments.
1. Please
advise when the Certificates of Designations of the Series A, B and C Convertible Preferred Stock will be filed.
RESPONSE:
The Certificates of Designations for each series will be filed immediately prior to the Registration Statement being declared
effective. Disclosure to that effect has been made in the Amended Registration Statement.
2. The
audit report should be dual dated to reflect the reverse stock splits that were effected.
RESPONSE:
The Amended Registration Statement includes a dual dated audit report.
3. Please
advise if you have considered the guidance in FASB ASC 260-10-55-12 with respect to reflecting the reverse stock split throughout
historical annual financial statements.
RESPONSE:
We have reviewed the guidelines set forth in FASB ASC 260-10-55-12. As a result, we have revised the historical annual financials
to reflect the reverse split in the Amended Registration Statement.
Please
note that as a result of the decrease in the offering size, we have made revisions to the Use of Proceeds. Upon the consummation
of the closing of the acquisitions, we will have sufficient cash on hand (outside of the net proceeds from the offering) to repay
the loans that were previously disclosed in the Use of Proceeds. We do not intend to, or need to use proceeds from the offering
to repay those loans. As a result, we have deleted those items from the Use of Proceeds. We have also allocated approximately
$3million of the net proceeds for general working capital and other general corporate purposes. In prior filings when the maximum
offering size was $10,000,000 greater, we identified specific line items covering R&D, sales and marketing and other areas.
As a result of the decrease in the size of the offering, we are not yet able to determine how the net proceeds will be allocated
among each of those prior specific line item.
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