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
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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
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