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SEC Company Response from Boxlight Corp (BOXL) (CIK 0001624512) (BOXL) — Dec 15, 2016

Boxlight Corp (BOXL) (CIK 0001624512)
Date: Dec. 15, 2016 · CIK: 0001624512 · Accession: 0001493152-16-015926

AI Filing Summary & Sentiment

File numbers found in text: 333-204811

Date
October 28, 2016
Author
/s/
Form
CORRESP
Company
Boxlight Corp (BOXL) (CIK 0001624512)

Letter

Securities and Exchange Commission Division of Corporation Finance Re: Boxlight Corporation Amendment No. 18 to Registration Statement on Form S-1 Filed October 28, 2016 File No. 333-204811

Dear Ms. Ravitz:

This letter responds to the letter of the staff of the United States Securities and Exchange Commission (the “Staff”), dated November 22, 2016 (the “Comment Letter”), to Mark Elliott, Chief Executive Officer of Boxlight Corporation (f/k/a Logical Choice Corporation) (the “Company”) regarding Amendment 18 to the Registration Statement on Form S-1, filed by the Company on October 28, 2016.

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 Amendment No. 19 to the Registration Statement on Form S-1.

Acquisition of Genesis, page 7

1. We note your reference to a selling stockholder prospectus in the revised disclosure at the bottom of this page. Also the exhibit filed in response to prior comment 9 states you will register the shares of class A common stock subject to the subscription agreement for resale in your “pending registration statement.” However, the fee table on your registration statement does not identify any selling stockholders and instead indicates that only you are offering class A common stock. Please advise or revise.

Response: We have corrected and deleted the erroneous reference to a selling stockholder prospectus on the bottom of page 7 as there will be no selling stockholders.

Use of Proceeds, page 25

2. Since this is a minimum offering, please clarify the effect on your expected liquidity and ability to fund your business if you do not sell all of the shares offered. Please discuss the effect of raising various amounts on your plans, such as at 25%, 50% and 75% of the anticipated offering proceeds. In this connection, address your indebtedness and other financial obligations, such as the agreement you have with your legal counsel discussed on page 82.

Response: We have modified the Use of Proceeds Section of the prospectus to comply with your comment.

Operating Results, page 42

3. We note your revised disclosure throughout this page that the changes in your results of operations for the six months ended June 30, 2016 were due mainly to the inclusion of Mimio’s operating results. Please revise to provide analysis that compares and contrasts Mimio’s results of operations for the interim periods provided in your filing. Also disclose the factors that contributed to Genesis’s decline in product sales for the fiscal year ended December 31, 2015 that you mention on page 43. Refer to section III.B.4 of SEC Release No. 33-8350 (December 29, 2003).

Response: The Company has revised the Operating Results to provide analysis that compares and contrasts Mimio’s results of operations for the years ended December 31, 2015 and 2014, periods provided in the filing, and disclosed the factors that contributed to Genesis’ decline in product sales. We have also indicated that Mimio and the Company became under common control beginning on November 4, 2016, therefore, the results of operations for the nine months ended September 30, 2015 does not include results from Mimio’s operations.

Plan of Distribution, page 71

4. Please revise the fifth paragraph on page 71 according to your revision to the cover page in response to prior comment 3.

Response: We have revised the fifth paragraph to be consistent with our revision to the cover page.

Index to Financial Statements, page 77

5. Please revise your index on page 79 to correspond to the actual financial statements included in the filing. For instance, we note that on page F-46 you present Boxlight Corporation’s statement of operations for the six months ended June 30, 2016 and June 30, 2015 rather than Boxlight Corporation’s statement of operations for the three months ended March 31, 2015. Please revise accordingly.

Response: We have revised the index to correctly correspond to all financial statements included in the filing.

Exhibit Index, page 86

6. We note your response to prior comment 8; however, it appears the agreement you filed as exhibit 10.30 with this amendment to your registration statement is the same document you filed as exhibit 10.34. Please file as an exhibit the agreement you identify as exhibit 10.30 in your exhibit index, including any exhibits to that agreement. Also, please tell us where you have filed exhibit C to exhibit 10.34.

Response: The Company has corrected the exhibits to accurately reflect the documents included on the exhibit index and attached all exhibits referenced in the documents. We have added Exhibit C to both Exhibit 10.30 and 10.34.

Report of Independent Registered Public Accounting Firm, page F-59

7. We note that the fifth paragraph of this audit opinion refers to the accounting for Genesis Collaboration and Mimio LLC as a pooling of interests. However, we note from page F-68 that Genesis Collaboration LLC and Mimio LLC were accounted for as a reorganization of entities under common control, which is similar to a pooling of interests pursuant to ASC paragraphs 805-50-5-5 and 805-50-25-2. Please have your auditor revise its audit opinion to refer to its accounting for Genesis Collaboration and Mimio LLC as a reorganization of entities under common control, which is similar to a pooling of interests.

Response: Our auditors have revised their audit opinion accordingly.

Sincerely,
/s/
Mark Elliott

Show Raw Text
CORRESP
1
filename1.htm

BOXLIGHT
CORPORATION

1045
PROGRESS CIRCLE

LAWRENCEVILLE,
GA 30043

December
15, 2016

Ms.
Amanda Ravitz, Assistant Director

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

    Re:
    Boxlight
    Corporation

    Amendment
    No. 18 to Registration Statement on Form S-1

    Filed
    October 28, 2016

    File
    No. 333-204811

Dear
Ms. Ravitz:

This
letter responds to the letter of the staff of the United States Securities and Exchange Commission (the “Staff”),
dated November 22, 2016 (the “Comment Letter”), to Mark Elliott, Chief Executive Officer of Boxlight Corporation (f/k/a
Logical Choice Corporation) (the “Company”) regarding Amendment 18 to the Registration Statement on Form S-1, filed
by the Company on October 28, 2016.

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 Amendment No. 19 to the Registration Statement on Form
S-1.

Acquisition
of Genesis, page 7

    1.
    We
    note your reference to a selling stockholder prospectus in the revised disclosure at the bottom of this page. Also the exhibit
    filed in response to prior comment 9 states you will register the shares of class A common stock subject to the subscription
    agreement for resale in your “pending registration statement.” However, the fee table on your registration statement
    does not identify any selling stockholders and instead indicates that only you are offering class A common stock. Please advise
    or revise.

Response: We have corrected and deleted the erroneous reference to a selling stockholder prospectus on the bottom of
page 7 as there will be no selling stockholders.

Use
of Proceeds, page 25

    2.
    Since
    this is a minimum offering, please clarify the effect on your expected liquidity and ability to fund your business
    if you do not sell all of the shares offered. Please discuss the effect of raising various amounts on your plans, such as
    at 25%, 50% and 75% of the anticipated offering proceeds. In this connection, address your indebtedness and other financial
    obligations, such as the agreement you have with your legal counsel discussed on page 82.

Response: We
                                         have modified the Use of Proceeds Section of the prospectus to comply with your comment.

Operating
Results, page 42

    3.
    We
    note your revised disclosure throughout this page that the changes in your results of operations for the six months ended
    June 30, 2016 were due mainly to the inclusion of Mimio’s operating results. Please revise to provide analysis that
    compares and contrasts Mimio’s results of operations for the interim periods provided in your filing. Also disclose
    the factors that contributed to Genesis’s decline in product sales for the fiscal year ended December 31, 2015 that
    you mention on page 43. Refer to section III.B.4 of SEC Release No. 33-8350 (December 29, 2003).

Response: The Company has revised the Operating Results to provide analysis that compares and contrasts Mimio’s
results of operations for the years ended December 31, 2015 and 2014, periods provided in the filing, and disclosed the factors
that contributed to Genesis’ decline in product sales. We have also indicated that Mimio and the Company became under common
control beginning on November 4, 2016, therefore, the results of operations for the nine months ended September 30, 2015 does not
include results from Mimio’s operations.

Plan
of Distribution, page 71

    4.
    Please
    revise the fifth paragraph on page 71 according to your revision to the cover page in response to prior comment 3.

Response: We
                                         have revised the fifth paragraph to be consistent with our revision to the cover page.

Index
to Financial Statements, page 77

    5.
    Please
    revise your index on page 79 to correspond to the actual financial statements included in the filing. For instance, we note
    that on page F-46 you present Boxlight Corporation’s statement of operations for the six months ended June 30, 2016
    and June 30, 2015 rather than Boxlight Corporation’s statement of operations for the three months ended March 31, 2015.
    Please revise accordingly.

Response: We
                                         have revised the index to correctly correspond to all financial statements included in
                                         the filing.

Exhibit
Index, page 86

    6.
    We
    note your response to prior comment 8; however, it appears the agreement you filed as exhibit 10.30 with this amendment to
    your registration statement is the same document you filed as exhibit 10.34. Please file as an exhibit the agreement you identify
    as exhibit 10.30 in your exhibit index, including any exhibits to that agreement. Also, please tell us where you have filed
    exhibit C to exhibit 10.34.

Response: The
                                         Company has corrected the exhibits to accurately reflect the documents included on the
                                         exhibit index and attached all exhibits referenced in the documents.  We have added Exhibit C to both Exhibit 10.30 and 10.34.

Report
of Independent Registered Public Accounting Firm, page F-59

    7.
    We
    note that the fifth paragraph of this audit opinion refers to the accounting for Genesis Collaboration and Mimio LLC as a
    pooling of interests. However, we note from page F-68 that Genesis Collaboration LLC and Mimio LLC were accounted for as a
    reorganization of entities under common control, which is similar to a pooling of interests pursuant to ASC paragraphs 805-50-5-5
    and 805-50-25-2. Please have your auditor revise its audit opinion to refer to its accounting for Genesis Collaboration and
    Mimio LLC as a reorganization of entities under common control, which is similar to a pooling of interests.

Response: Our
                                         auditors have revised their audit opinion accordingly.

    Sincerely,

    /s/
    Mark Elliott

    Mark
    Elliott

    Chief
    Executive Officer

    Boxlight
    Corporation