SEC Company Response from Boxlight Corp (BOXL) (CIK 0001624512) (BOXL) — Jun 30, 2017
Boxlight Corp (BOXL) (CIK 0001624512)
Date: June 30, 2017 · CIK: 0001624512 · Accession: 0001493152-17-007413
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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
June
30, 2017
Re: Boxlight
Corporation
Post-Effective Amendment No. 1 to Form S-1
Filed May 12, 2017
File No. 333-204811
Dear
Mr. Mancuso:
This
letter responds to the letter of the staff of the United States Securities and Exchange Commission (the “Staff”),
dated June 7, 2017 (the “Comment Letter”), to Mark Elliott, Chief Executive Officer of Boxlight Corporation (the “Company”)
regarding Post-Effective Amendment No.1 to the Registration Statement on Form S-1 (the “Registration Statement”),
filed by the Company on May 12, 2017.
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 Post-Effect Amendment No.2 to the
Registration Statement on Form S-1 (the “Amended Registration Statement”).
Registration
Statement
1.
We
note your references in your explanatory note and on pages 10, 26, 67 and 73 to Skyview Capital LLC as “a selling stockholder.”
You may not post-effectively amend your registration statement to include the resale of securities by a selling stockholder.
Please revise your registration statement accordingly.
RESPONSE:
The Amended Registration Statement has been revised to remove the selling stockholder.
2.
Your
disclosure indicates that Skyview will be selling your securities for proceeds to satisfy your obligations to Skyview. You
say that you will provide Skyview additional cash or arrange for the purchase of unsold securities if the proceeds do not
achieve specified levels. You also disclose that you can designate any third party to purchase shares from Skyview at any
time. Therefore, it appears that you and Skyview are engaged in a distribution of your securities. Provide us your analysis
of how the distribution will be registered consistent with Securities Act Section 5 or is exempt from registration.
RESPONSE:
The Amended Registration Statement has been revised to remove the selling stockholder.
Mark
Elliott
Boxlight Corporation
June 30, 2017
Page
2
Prospectus
Cover Page
3.
Exchange
Act Section 15(d) provides that the duty to file under that subsection is automatically suspended when you have a class of
securities registered pursuant to Exchange Act Section 12. Given your Form 8-A filed on September 22, 2015 to register securities
under Section 12(b), tell us why you disclose here that you are a reporting company under Exchange Act Section 15(d).
RESPONSE:
We have revised the prospectus cover page to reflect that the Company is a reporting company under Section 12(b) of the Exchange
Act. We do note, however, that the Company’s common stock is not currently listed on a national securities exchange.
Investors
cannot withdraw funds once invested..., page 21
4.
We
note your added disclosure that you will place the proceeds from this offering in an escrow account and that the proceeds
will not be released to you until the conditions you disclose on your prospectus cover page are met. Please revise your risk
factor as appropriate to reflect this disclosure.
RESPONSE:
We have deleted this risk factor as it is no longer accurate.
Determination
of Offering Price, page 66
5.
The
offering price must be fixed for the duration of the offering. Revise the second sentence of this section accordingly.
RESPONSE:
As per the Staff’s comment, we have deleted the second sentence of this section.
Undertakings,
page 84
6.
Provide
the undertakings that Regulation S-K Item 512(a) requires.
RESPONSE:
As per the Staff’s comment, we have included all undertakings required under Item 512(a) of Regulation S-K.
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 Tahra T. Wright of Loeb & Loeb LLP at (212) 407-4122 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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