Boxlight Corp — Registration Form 2015

Sep 22, 2015

S-1/A 1 forms-1a.htm

As filed with the Securities and Exchange Commission on September 22, 2015

Registration No. 333-204811

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

(Amendment No. 9 )

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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BOXLIGHT CORPORATION

(Exact name of registrant as specified in its charter)

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Nevada	8211	46-4116523
(State
or other jurisdiction of	(Primary
Standard Industrial	(I.R.S.
Employer
incorporation
or organization)	Classification
Code Number)	Identification
Number)

BOXLIGHT CORPORATION

1045 Progress Circle

Lawrenceville, Georgia 30043

Phone: 404-891-1122

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

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Mark Elliott

Chief Executive Officer

1045 Progress Circle

Lawrenceville, Georgia 30043

Phone: 404-891-1122

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

| Mitchell
S. Nussbaum | Stephen
A. Weiss | Gregory
Sichenzia |
| --- | --- | --- |
| David
C. Fischer | Jeffrey
Rinde | Jeffrey
Cahlon |
| Tahra
T. Wright | CKR
Law, LLP | Marcelle
S. Balcombe |
| Loeb
& Loeb LLP | 1330
Avenue of the | Sichenzia
Ross Friedman Ference LLP |
| 345
Park Avenue | Americas | 61
Broadway |
| New
York, NY 10154 | New
York, NY 10019 | New
York, NY 10006 |
| (212)
407-4000 | (212)
400-6900 | (212)
930-9700 |

Approximate date of commencement of proposed sale to the public: As soon as possible after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

| Large
accelerated filer | [ ] | Accelerated
filer |
| --- | --- | --- |
| Non-accelerated
filer | [ ] | Smaller
reporting company [X] |

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EXPLANATORY NOTE

Boxlight Corporation is filing this Amendment No. 9 (this “Amendment”) to the Registration Statement on Form S-1 (Registration No. 333-204811) (the “Registration Statement”) as an exhibit-only filing to file Exhibits 23.2 and 23.3 under Item 16 of Part II. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature page to the Registration Statement and Exhibits 23.2 and 23.3. The prospectus is unchanged and has been omitted.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses payable in connection with the sale of the shares of common stock being registered. The registrant will pay all expenses of the registration and sale of the shares of common stock, other than selling commissions and fees, stock transfer taxes and fees and expenses, if any, of counsel or other advisors to the selling stockholders. All of the amounts shown are estimates except the SEC registration fee.

	Amount
SEC Registration Fee	$ 2,245
*Printing and Engraving Expenses	$ 10,000
*Transfer Agent and Registrar Fees	$ 1,000
*Legal Fees and Expenses	$ 450,000
*Accounting Fees and Expenses	$ 125,000
*Total	$ 588,245

• Estimated

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

We are a Nevada corporation, and accordingly, we are subject to the corporate laws under the Nevada Revised Statutes. Article 9 of our Second Amended and Restated Articles of Incorporation, Article 8 of our by-laws and the Nevada Revised Business Statutes, contain indemnification provisions.

Our Second Amended and Restated Articles of Incorporation provides that we will indemnify, in accordance with our by-laws and to the fullest extent permitted by the Nevada Revised Statutes or any other applicable laws, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including an action by or in the right of the corporation, by reason of such person acting as a director or officer of the corporation or any of its subsidiaries against any liability or expense actually and reasonably incurred by such person. We will be required to indemnify an officer or director in connection with an action, suit or proceedings initiated by such person only if (i) such action, suit or proceeding was authorized by the Board and (ii) the indemnification does no relate to any liability arising under Section 16(b) of the Exchange Act, as amended, or rules or regulations promulgated thereunder. Such indemnification is not exclusive of any other right to indemnification provided by law or otherwise. Indemnification shall include payment by us of expenses in defending an action or proceeding in advance of final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it’s ultimately determined that such person is not entitled to indemnification.

With respect to any derivative action or other action against the corporation or any of its directors, officers, underwriters, accountants, financial advisors, or attorneys, in which wrongdoing is alleged for which the corporation could be liable or with respect to which the corporation might have an indemnification obligation, no stockholder or former stockholder shall agree to pay, the corporation shall have no authority to pay to any plaintiff’s counsel, and no plaintiff’s counsel shall seek any legal fee, except a fee determined for actual time expended, charged at reasonable rates not exceeding those prevailing for ordinary commercial litigation, as agreed between the corporation and plaintiff’s counsel before commencement of the action, subject to customary periodic rate increases, of which plaintiff’s counsel shall advise the corporation in advance of any such increase. Plaintiff’s counsel shall provide the corporation, at least monthly, a report of the time expended each day by each of its professionals in connection with the action during the period reported upon, describing the activities in reasonable detail and the dollar amount chargeable in connection therewith, summaries of time and charges with respect to each professional for such period and since inception, and of out-of-pocket expenses incurred during such period and since inception. This provision cannot be amended except by affirmative vote of holders of more than 80% of the corporation’s outstanding shares. Our By-laws provide for indemnification with respect to third party actions and corporate actions, if such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The Company has sold within the past three years, the following securities which were not registered under the Securities Act:

In connection with the formation of the Company, on September 18, 2014, a total of 2,295,552 shares of Class A common stock were issued to Vert Capital Corporation in reliance on Section 4(a)(2).

On November 7, 2014, we issued to Vert Capital Corp., and a consultant five year warrants to purchase 564,651 shares of our Class B common stock, at an exercise price payable by warrant holders equal to 110% of the initial per share offering price of the shares being sold under this prospectus. Among other provisions, such warrants contain “cashless” exercise rights and prohibit the holder from selling any of the shares issuable upon exercise of such warrants for a period of not less than six months from the date of issuance. Such warrants were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.

| ● | On
January 16, 2015, we issued a convertible promissory note to Mark Elliott, in the amount of $50,000. Mr. Elliott may convert
all but not less than all of the outstanding principal and interest due under this note into the Company’s common stock,
at the lesser of (i) $9.12 per share or (ii) a discount of 20% to the trading price if the Company’s common stock is
then publicly traded. The note was issued pursuant to an exemption from registration under section 4(2) of the Securities
Act. |
| --- | --- |
| ● | On
August 19, 2015, we issued a convertible promissory note to James Lofgren in the amount of $45,000. Mr. Lofgren may convert
all but not less than all of the outstanding principal and interest due under this note into the Company’s common stock,
at the lesser of (i) $9.12 per share or (ii) a discount of 20% to the trading price if the Company’s common stock is
then publicly traded. The note was issued pursuant to an exemption from registration under section 4(2) of the Securities
Act. James Lofgren is the spouse of Sheri Lofgren, Chief Financial Officer of the Company. Ms. Lofgren disclaims beneficial
ownership in the shares. |

Upon consummation of the offering contemplated by the prospectus included in this registration statement, the Company will issue shares of its capital stock, as follows:

| ● | in
exchange for 100% of the membership interest equity in Genesis, a total of 1,000,000 shares of the Company’s Series
B preferred stock will be issued to the four former members of Genesis Collaboration LLC, which shall automatically be converted
into 266,186 shares of Class A common stock or such other number of shares as shall represent 4.0% of the Company’s
fully-diluted common stock ; |
| --- | --- |
| ● | an
aggregate of 250,000 shares of Series A Preferred stock will be issued to Vert Capital Corp., to be held in trust for the
benefit of the existing holders of Series A Preferred stock in LCC-Delaware; such 250,000 shares of Series A Preferred stock
will automatically convert into 274,102 shares of class A Common stock on a date that is one year from the date of this prospectus. |
| ● | in
exchange for 82.3% of the shares of Boxlight, a total of 270,000 shares of our Series C preferred stock will be issued to
the selling Boxlight stockholders, which will automatically convert into 1,373,528 shares of our Class A common stock. |

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| ● | An additional
109,882 bonus shares of Boxlight Parent Class A common stock will be issued to certain of the former Boxlight stockholders,
and Boxlight Parent has also agreed to grant employee stock options entitling the option holders to purchase upon full vesting,
at the offering price of our Class A common stock, an additional 333,769 shares of our Class B common stock or such other
number of shares as represents 5.0% of our fully diluted common stock. Class B common stock is identical to Class A common
stock, except that Class B common stock carries no vote, other than as required by law. |
| --- | --- |
| ● | in
exchange for 100% of the common shares of Globisens, a total of 229,418 shares of the Company’s Class A common stock
will be issued to the Globisens stockholders, or such other number of shares as shall represent 3.437% of the Company’s
fully-diluted common stock; |

The above securities will be issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.

Upon completion of the offering contemplated by the prospectus included in this registration statement, the Company will issue to Vert Capital Corp. three year warrants to purchase 548,205 shares of common stock at an exercise price of $9.90 per share, representing 110% of the initial per share offering price. Such warrants will be issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.

In addition, in exchange for a transfer to a subsidiary of Everest Display of the “Boxlight” and “Boxlight Display” trademarks, the Company agreed to issue an additional 27,778 shares of its common stock to the current owner of such trademarks. Such shares will be issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

A list of exhibits filed herewith is contained in the exhibit index that immediately precedes such exhibits and is incorporated herein by reference.

(b) Financial Statement Schedules

See page F-1 for an index of the financial statements and financial statement schedules included in this Registration Statement.

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ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Lawrenceville, of the State of Georgia, on this 22 nd day of September 2015.

| BOXLIGHT
CORPORATION | |
| --- | --- |
| By: | /S/
JAMES MARK ELLIOTT |
| | James
Mark Elliott |
| | Chief
Executive Officer |

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/
JAMES MARK ELLIOTT	Chief
Executive Officer and Chairman	September
22, 2015
James
Mark Elliott	(Principal
Executive Officer)
/S/
Henry (“Hank”) Nance	Chief
Operating Officer	September
22, 2015
Henry
(“Hank”) Nance
/S/
SHERI LOFGREN	Chief
Financial Officer	September
22, 2015
Sheri
Lofgren	(Principal
Financial and Accounting Officer)
/S/
MICHAEL POPE	President
and Director	September
22, 2015
Michael
Pope
*	Director	September
22, 2015
Tiffany
Kuo
*	Director	September
22, 2015
Robin
Richards
*	Director	September
22, 2015
Dr.
Rudolph Crew

| */S/
JAMES MARK ELLIOTT |
| --- |
| James Mark Elliott |
| Authorized Signatory |

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EXHIBIT INDEX

| Exhibit No. | Description
of Exhibit |
| --- | --- |
| 1.1 | Form
of Underwriting Agreement |
| 3.1 | Fourth
Amended and Restated Articles of Incorporation |
| 3.2 | Bylaws |
| 4.1 | Form
of Certificate of Designations of Series A Convertible Preferred Stock |
| 4.2 | Form
of Certificate of Designations of Series B Convertible Preferred Stock |
| 4.3 | Form
of Certificate of Designations of Series C Convertible Preferred Stock |
| 4.4 | Form
of Warrant Held by Vert Capital Corp. |
| 4.5 | Form
of Warrant Held by Lackamoola, LLC |
| 4.6 | Form
of Warrant Agreement, by and between the registrant and VStock Transfer LLC |
| 4.7 | Form
of Warrant to Purchase Class A Common Stock |
| 5.1 | Opinion
of Loeb & Loeb, LLP as to the legality of the securities being offered |
| 10.1 | Share
Purchase Agreement, by and among the majority shareholders of Everest Display, Inc., Boxlight Display, Inc., the registrant
and Vert Capital Corp. |
| 10.2 | Option
Agreement, by and among the majority shareholders of Everest Display, Inc., the registrant and Vert Capital Corp. |
| 10.3 | Stock
Purchase Agreement, by and among the shareholders of Globisens Ltd., Inc. and the registrant |
| 10.4 | Share
Exchange Agreement, by and among Vert Capital Corporation and such other former members of Genesis Collaboration LLC, the
Delaware subsidiary of the registrant and the registrant |
| 10.5 | Form
of Stock Purchase Agreement, by and among the registrant and certain founding shareholders of the registrant |
| 10.6 | Form
of 4% Promissory Note payable to the registrant by certain founding shareholders of the registrant |
| 10.7 | Intellectual
Property Asset Purchase and Assignment Agreement, by and among Herbert H. Myers, Boxlight, Inc., Boxlight Technologies Ltd.
and the registrant |
| 10.8+ | Employment
Agreement effective as September 18, 2014, by and between James Mark Elliott and the registrant |
| 10.9+ | 2014
Stock Incentive Plan of the registrant |
| 10.10+ | Employment
Agreement between Sheri Lofgren and the registrant |
| 10.11+ | Employment
Agreement between Henry (“Hank”) Nance and the registrant |
| 10.12 | Line
of Credit Agreement between Vert Capital Corp. and the registrant |
| 10.14 | Amendment
to Share Purchase Agreement, by and among the majority shareholders of Everest Display, Inc., Boxlight Display, Inc., the
registrant and Vert Capital Corp.* |

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| 10.15 | Amendment
to Stock Purchase Agreement, by and among the shareholders of Globisens Ltd., Inc. and the registrant |
| --- | --- |
| 10.16 | Stock
Transfer Agreement by and among the registrant, Logical Choice Corporation (a Delaware Corporation), Vert Capital
Corp. and LCT Minority Stockholders |
| 10.17 | Line
of Credit Agreement between Logical Choice Corporation (a Delaware Corporation) and the registrant |
| 10.18 | Convertible
Promissory Note dated January 16, 2015, issued to Mark Elliot |
| 10.19 | Line
of Credit Agreement between Sy Silverstein and the registrant |
| 10.20 | Line
of Credit Agreement between Genesis Collaboration LLC and the registrant |
| 10.21 | Letter
of Agreement by and between Dr. Rudolph Crew and the registrant |
| 10.22 | Letter
of Agreement by and between Robin D. Richards and the registrant |
| 10.23 | Agreement
by and between Vert Capital Corp. and the registrant relating to the registrant’s right to participate in certain future
acquisitions |
| 10.24 | Amendment
to Convertible Promissory Note dated January 16, 2015, issued to Mark Elliot |
| 10.25 | Management
Agreement dated July 15, 2015, by and between VC2 Advisors LLC and the registrant |
| 10.26 | Amendment
No. 2 to Share Purchase Agreement, by and among the majority shareholders of Everest Display, Inc., Boxlight Display, Inc.,
the registrant and Vert Capital Corp. and Option Agreement, by and among the majority shareholders of Everest Display, Inc.,
the registrant and Vert Capital Corp. |
| 10.27 | Amendment
No. 2 to Stock Purchase Agreement, by and among the shareholders of Globisens Ltd., Inc. and the registrant |
| 10.28 | Form
of Stock Option Agreement of the registrant |
| 10.29 | Convertible
Promissory Note dated August 19, 2015, issued to James Lofgren |
| 10.30 | Amendment
No.3 to Stock Purchase Agreement, by and among the shareholders of Globisens Ltd., Inc. and the registrant. |
| 10.31 | Amendment
No.3 to Share Purchase Agreement, by and among the majority shareholders of Everest Display, Inc., Boxlight Display, Inc.,
the registrant and Vert Capital Corp. and Option Agreement, by and among the majority shareholders of Everest Display, Inc.,
the registrant and Vert Capital Corp. |
| 23.1 | Consent
of Loeb & Loeb LLP (contained in Exhibit 5.1) |
| 23.2 | Consent
of GBH CPAs, PC |
| 23.3 | Consent
of Aboulafia Chekroun & Co |
| 24.1 | Power
of Attorney (included in signature pages)* |

• Previously filed

• Indicates management contract or compensatory plan

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