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Section 1: 424B3

FORM S-1/A

 

PROSPECTUS Filed Pursuant to Rule 424(b)(3)
  Registration No.: 333-204811

 

 

1,000,000 Shares of Class A  
Common Stock
BOXLIGHT CORPORATION

 

 

 

This prospectus relates to an initial offering of shares of Class A common stock of Boxlight Corporation, a Nevada corporation (the “Company,” “we” or “us”), par value $0.0001 per share. The offering is being conducted by the Company and Aegis Capital Corp, as placement agent on a “best efforts” basis, without a firm commitment by the placement agent, who has no obligation or commitment to purchase any of our shares. We may offer and sell from time to time up to 1,000,000 shares of our Class A Common Stock (the “Maximum Offering Amount”) at an initial offering price of $7.00 per share. Up to 150,000 shares included in the Maximum Offering Amount may be issued and sold at $7.00 per share to certain of our vendors and other holders of our accounts payable in payment of up to $1,050,000 of outstanding accounts payable. See “Use of Proceeds” elsewhere in this prospectus.

 

The offering of the 1,000,000 shares of Class A common stock is being conducted on a best efforts basis. We have engaged the services of Aegis Capital Corp., a broker/dealer registered with the SEC, as our exclusive placement agent to assist us in the sale of the 1,000,000 shares of Class A common stock. In addition, members of our management and/or controlling stockholders will also attempt to sell our Class A common stock pursuant to this prospectus, with no commission or other remuneration payable to them for any shares they may sell. Management and controlling stockholders will rely on the safe harbor from broker-dealer registration set forth in Rule 3a4-1 under the Securities and Exchange Act of 1934, as amended.

 

All 1,000,000 shares of our Class A common stock will be offered for a period of 120 days from the date of this prospectus, at an initial offering price of $7.00 per share. The offering shall terminate on the first to occur of - (i) when the offering of 1,000,000 shares is fully subscribed for, (ii) 120 days from the date of this prospectus, or (iii) earlier than 120 days from the date of this prospectus if we decide to terminate the offering prior to such date.

 

In order for us to complete this offering, we must sell for the account of the Company a minimum of 342,857 shares of Class A common stock (the “Minimum Offering Amount”), receive gross cash proceeds of not less than $2,400,000 (the “Minimum Offering Proceeds”), satisfy the initial listing requirements to trade our Class A common stock on Nasdaq and receive a listing approval letter from Nasdaq.  Once we obtain at least the Minimum Offering Proceeds and satisfy the Nasdaq listing requirements, the offering proceeds will be released to us. Pending receipt of the Minimum Offering Proceeds and satisfaction of the Nasdaq listing requirements, all funds received from subscribers to shares of our Class A common stock will be held in a special escrow account at SunTrust Bank, Atlanta, Georgia. In the event we do not receive in cash the Minimum Offering Proceeds and satisfy the Nasdaq listing conditions by the expiration of this offering, all escrowed funds shall be returned to subscribers without interest or deduction. If we complete this offering, net proceeds will be promptly delivered to us on the closing date.

 

    Offering Price Per Share       Commissions (1)       Proceeds to Company Before Expenses  
Minimum Offering 342,857 shares of Class A Common Stock)   $ 7.00       168,000    $ 2,232,000  
Maximum Offering 1,000,000 shares of Class A Common Stock)   $ 7.00       490,000   $

 

6,510,000

 
Total   $ 7.00       Not Applicable (1)   $             

 

(1) We will pay a commission to Aegis Capital Corp., the placement agent equal to 7% of the gross proceeds we receive from sales of our 1,000,000 shares of Class A common stock, issue to the placement agent a warrant to purchase 5% of the aggregate number of the shares of class A common stock sold in this offering at an exercise price equal to $7.70 per share, and pay the placement agent an accountable expense allowance of up to $84,500. See “Plan of Distribution” on page 67 of this prospectus.

 

We are a reporting company under Section 12(b) of the Securities Exchange Act of 1934, as amended. There is currently no public market for our Class A common stock and there can be no assurance that a market for such shares will develop either during or upon completion of this offering. We have applied to list our Class A common stock on Nasdaq under the symbol “BOXL.” Among other Nasdaq initial listing requirements, we need to have at least 300 round lot holders of our Class A common stock and a minimum $15,000,000 in market value of our publicly traded shares. There is no assurance that we will be able to meet all Nasdaq listing requirements or that Nasdaq will approve our initial listing application. As indicated above, if we are unable to list our Class A common stock on the Nasdaq Capital Market, we will not complete this offering and all escrowed funds from subscribers will be returned. For further information, see “Summary of the Offering on page 10 of this prospectus and “Risk Factors” on page 11 of this prospectus.

 

In September 2016, K Laser International Co., Ltd. purchased, for $1,000,003, a total of 178,572 restricted shares of our Class A common stock in a private placement at a price of $5.60 per share. K Laser may consider the purchase, for up to $1,000,000, of up to as 142,857 shares of the 1,000,000 shares of Class A common stock offered by us in this initial public offering at $7.00 per share. In October 2016, we issued an aggregate of 208,206 restricted shares of our Class A common stock to six individuals, including our Chief Executive Officer, in exchange for their cancellation of a total of $236,829 in indebtedness and other obligations we owed to such persons. In September and November 2016, the Company issued additional 18,014 and 33,865 shares of Class A common stock, respectively, in private placements at $1.055 and $5.91 per share, respectively.

 

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

 

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus for a discussion of information that should be considered in connection with an investment in our Class A common stock.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and we have elected to comply with certain reduced public company reporting requirements.

 

AEGIS CAPITAL CORP.

 

The date of this prospectus is September 27, 2017

 

 
 

 

 

 
 

  

 

 
 

 

  

 
 

 

 

 
 

 

TABLE OF CONTENTS

 

    Page
     
ABOUT THIS PROSPECTUS   1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS   2
PROSPECTUS SUMMARY   3
RISK FACTORS   11
USE OF PROCEEDS   25
DIVIDEND POLICY   25
CAPITALIZATION   26
DILUTION   27
unaudited PRO FORMA COMBINED FINANCIAL INFORMATION   28
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   35
BUSINESS   46
MANAGEMENT   58
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS   61
Principal Stockholders   64
DESCRIPTION OF CAPITAL STOCK   64
SHARES ELIGIBLE FOR FUTURE SALE   66
DETERMINATION OF OFFERING PRICE   67
PLAN OF DISTRIBUTION   68
LEGAL MATTERS   74
EXPERTS   74
WHERE YOU CAN FIND MORE INFORMATION   75
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS   76

 

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

 

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ABOUT THIS PROSPECTUS

 

Through share exchanges, cash payments and note issuances, Boxlight Corporation, a Nevada corporation formed on September 18, 2014 (“Boxlight Parent”), acquired the following three companies: (a) through Boxlight Holdings, Inc., a wholly-owned subsidiary of Boxlight Parent, we acquired on July 18, 2016 from Everest Display Inc (“EDI”), a Taiwan corporation and its subsidiary, 100% of the shares of Boxlight, Inc., a Washington State corporation and 100% of the shares of Boxlight Latinoamerica, S.A. DE C.V. and Boxlight Latinoamerica Servicios, S.A. DE C.V, both corporations organized under the laws of Mexico (collectively, the “Boxlight Group”), (b) from a trust affiliated with certain of our principal stockholders, we acquired as of April 1, 2016, 100% of the membership interests of Mimio LLC (“Mimio”) and (c) from Vert Capital Corp, formerly the principal stockholder of Boxlight Parent, we acquired as of May 12, 2016, 100% of the membership interests of Genesis Collaboration LLC, a Georgia limited liability company (“Genesis”). Effective as of October 1, 2016, we transferred all of the assets and associated liabilities of our Mimio subsidiary to our Boxlight, Inc. subsidiary and liquidated the Mimio entity in April 2017. We also merged our Genesis subsidiary into our Boxlight, Inc. subsidiary in June 2017.

 

Throughout this prospectus, unless otherwise designated or the context suggests otherwise, all references to 

 

  “we,” “our,” “Company” or “us” in this prospectus means BOXL and our subsidiaries, the Boxlight Group, Mimio and Genesis.
     
 

shares (other than preferred shares), Class A common stock, Class B common stock and per share data reflect a series of reverse stock splits and a stock split of BOXL’s outstanding capital stock that were consummated during 2015, along with a 1.0844 stock split consummated in May, 2016, a .9373041 stock split consummated on October 10, 2016, a 1.07727 stock split consummated on October 12, 2016, and a .948207171 stock split consummated on December 13, 2016.

 

EXPLANATORY NOTE

 

Market data and certain industry data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. We have not independently verified any of the data from third party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based on our management’s knowledge of the industry, have not been independently verified. Forecasts are particularly likely to be inaccurate, especially over long periods of time. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this prospectus, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in this prospectus relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, market acceptance of our products; our ability to protect our intellectual property rights; the impact of any infringement actions or other litigation brought against us; competition from other providers and products; our ability to develop and commercialize new and improved products and services; our ability to complete capital raising transactions; and other factors (including the risks contained in the section of this prospectus entitled “Risk Factors”) relating to our industry, our operations and results of operations. Actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

 

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

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PROSPECTUS SUMMARY

 

This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information you should consider important in making your investment decision. You should read the following summary together with the more detailed information regarding us and our Class A common stock being sold in the offering, including the risks of investing in our Class A common stock discussed under “Risk Factors,” beginning on page 11 and our historical and pro forma combined financial statements and the related notes appearing elsewhere in this prospectus, before making an investment decision.

 

For convenience, in this prospectus, unless the context suggests otherwise, all references to “Boxlight Parent” means only Boxlight Corporation, a Nevada corporation, and references to “BOXL,” “we,” “our,” “our company,” “Company” or “us” means Boxlight Parent, and our wholly-owned subsidiaries, Mimio, the Boxlight Group, and Genesis. All references to (i) “Mimio” means Mimio LLC, a Delaware limited liability company; (ii) the “Boxlight Group” means collectively, Boxlight, Inc., a Washington state corporation, Boxlight Latinoamerica, S.A. DE C.V. and Boxlight Latinoamerica Servicios, S.A. DE C.V, both corporations organized under the laws of Mexico; and (iii) “Genesis” means Genesis Collaboration LLC, a Georgia limited liability company. Effective as of October 1, 2016, all of the assets and associated liabilities of Mimio LLC were transferred to the Boxlight, Inc. subsidiary of Boxlight Parent and the Mimio LLC entity was voluntarily liquidated in April 2017. On June 14, 2017, Genesis LLC was merged with and into Boxlight, Inc.

 

All references to shares of Series A preferred stock, Series B preferred stock and Series C preferred stock, and all references to shares (other than preferred stock), common stock, Class A common stock, Class B common stock and per share data refer to securities of Boxlight Parent and reflect a series of reverse stock splits of Boxlight Parent’s outstanding common stock that were consummated during 2015 and 2016, including along with a 1.072268908 forward stock split consummated in October 2016 and a 0.948207171 stock split consummated on December 13, 2016.

 

Boxlight Corporation

 

Boxlight Parent was incorporated in Nevada on September 18, 2014 for the purpose of becoming a technology company that sells interactive educational products. In May 2016, under an agreement effective as of April 1, 2016, Boxlight Parent acquired 100% of the membership interest in Mimio and on May 12, 2016, Boxlight Parent acquired 100% of the membership interests of Genesis. On July 18, 2016, Boxlight Holdings, Inc., a newly formed Delaware subsidiary of Boxlight Parent acquired 100% of the capital stock of the Boxlight Group.

 

We are a technology company primarily focused on the education and learning industry. Our goal is to transform the way both teachers and students, from kindergarten through secondary school (K-12) and universities utilize visual images, computer graphics and dynamic interactive curricula to learn. We intend to achieve our goals by enabling our customers to deploy interactive teaching approaches using visual images and customary graphic display products on multiple surfaces, such as chalk boards, marker boards, blank walls or whiteboards. By providing interactive visual imaging we expect to enhance learning experiences in schools, government and businesses by bringing life to lessons and presentations. Research suggests that interactive whiteboards, and specifically interactive visual imaging can positively affect student engagement, motivation, understanding and review processes and accommodate students with different learning styles, including those who have special needs. We believe that both in the classroom and in the board room technology and interactive teaching products have demonstrated that they materially advance learning and communication.

 

Through the acquisitions of Mimio, the Boxlight Group and Genesis we seek to become a single source, world-leading innovator, manufacturer and integrator of interactive products for schools and universities, as well as for the instruction and professional development markets for business and governmental agencies. We intend to develop new products and expand the scope of our sales and marketing efforts to school districts, corporations and governmental agencies throughout the United States as well as in Europe, Asia, Africa and Latin America. In addition, we intend to further develop our technology by incorporating existing classroom management tools and software to establish a platform that will enable our clients to interact with each other to share presentations, lesson plans and other interactive learning techniques. Acquiring Genesis allows us to combine a traditional value added reseller and our products and technologies with sales and support teams representing multiple education and learning solution vendors and suppliers. We believe that as a result of the acquisitions, we represent a unique vertically integrated interactive technology company capable of providing products, sales and distribution and service and support to our customers.

 

Mimio

 

Our Mimio division designs, produces and distributes a range of Interactive classroom technology products primarily targeted at the global K-12 education market. Mimio’s core products include interactive projectors, interactive flat panel displays, interactive touch projectors, touchboards, and MimioTeach which can turn any whiteboard interactive in 30 seconds. Mimio’s product lines also include an accessory document camera, teacher pad for remote control, and an assessment system. Its MimioStudio Instructional Software enables the creation, editing, and presentation of interactive instructional lessons and activities. MimioStudio can also be operated using MimioPad as a full-featured remote control on a mobile device such as an iPad or tablet which includes a display screen that fully replicates the front-of-classroom display.

 

Mimio was founded in July 2013 and previously maintained its headquarters in Boston, Massachusetts. As of October 2016 all of the assets and associated liabilities of Mimio LLC were transferred to the Boxlight, Inc. subsidiary of Boxlight Parent and its headquarters were relocated to our Lawrenceville, Georgia facility. Manufacturing is outsourced to manufacturers located in Taiwan and China. Mimio products have been deployed in over 600,000 classrooms in dozens of countries. Mimio’s software is provided in over 30 languages.

 

The Boxlight Group

 

The Boxlight Group sells an expanding product line of projectors, interactive LED flat panels, display devices, audio solutions, and mobile carts and stands to the education and learning technology markets. The Boxlight Group also distributes to these markets interactive whiteboards, tablets and enabling software solutions produced by third parties.

 

Since launching its patented interactive projectors in 2007, the Boxlight Group has sold them to public schools in the United States and in 49 other countries, as well as to the Department of Defense International Schools in approximately 3,000 classrooms in 20 countries, the Job Corp, the Library of Congress, the Center for Disease Control, the Federal Emergency Management Agency, nine foreign governments and the City of Moscow and numerous Fortune 500 companies, including Verizon, GE Healthcare, Pepsico, First Energy, ADT, Motorola, First Data and Transocean, and custom built nearly 4,000 projectors for the Israeli Defense Forces. The Boxlight Group Parent intends to expand the Boxlight Group’s marketing efforts in both the United States as well as in Europe, Asia, Africa and Latin America after the acquisition.

 

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Boxlight Group Products

 

ProjectoWrite Interactive Projectors:

 

The Boxlight Group sells and distributes a suite of patented, award-winning interactive projectors that offer a wide variety of features and specifications to suit the varying needs of instructors, teachers and presenters. With an interactive projector, any wall, whiteboard or other flat surface becomes interactive. A teacher, moderator or student can use the included pens or fingers as a mouse to write or draw images displayed on the surface. As with interactive whiteboards, interactive projectors accommodate multiple users simultaneously. Images that have been created through the projected interactive surface can be saved as computer files. The Boxlight Group’s new ProjectoWrite 12 series, launched in February 2016, allows the simultaneous use of up to ten simultaneous points of touch.

 

External Interactive Devices:

 

The Boxlight Group sells and distributes OutWrite interactive modules that employ a patented complementary metal oxide silicon, or CMOS camera, to make any non-interactive short-throw or standard-throw projector interactive. The OutWrite modules feature a preview window when connected via USB cable to allow simple setup and calibration. The Boxlight Group has sold an interactive module that includes an embedded Android device. The OutWrite device allows for the same touch emulation with interactive pens as the P5 interactive projectors.

 

Interactive LED Flat Panels:

 

The Boxlight Group offers the HD 55”, 65” and 4k 75” and 84” ProColor series of interactive LED panels. All models include an optional computer slot for the inclusion of an onboard Windows 8 and 10 computer. ProColor Interactive LED panels utilize infrared blocking technology, offering 10 points of touch for simultaneous interaction by multiple users. ProColor’s built-in speakers add room-filling sound to the display’s vivid colors.

 

Peripherals and Accessories

 

The Boxlight Group also offers a line of peripherals and accessories, including amplified speaker systems, non-interactive projectors, mobile carts, installation accessories and adjustable wall-mount accessories that complement its entire line of interactive projectors, LED flat panels and standard projectors. The height and tilt adjustable DeskBoard mobile cart, which won the Best of ISTE in June 2014 for Best Hardware product, can be used as an interactive screen or interactive desktop with its P12 ultra-short throw interactive projectors.

 

Boxlight Group Supplier

 

The Boxlight Group does not manufacture any of the products it sells and distributes. The products sold and distributed by the Boxlight Group are primarily manufactured by and purchased from Everest Display Technologies, Inc., a Taiwan corporation (“EDI”) and its direct and indirect subsidiaries. On July 18, 2016, Boxlight Holdings Inc., a wholly-owned subsidiary of Boxlight Parent acquired 100% of the equity of the Boxlight Group, and EDI and/or its subsidiary received 270,000 shares of Series C preferred stock. Such Series C preferred stock shall be automatically convertible into 22.221% of our “fully-diluted common stock” (as defined) upon completion of this offering.

 

Genesis

 

Genesis is a traditional value-added reseller with sales and support teams representing multiple education and learning solution technologies, vendors and suppliers. Genesis is either a premier partner or an exclusive partner throughout the United States in several key geographic markets for various education solution providers. In June 2017, Genesis was merged with and into Boxlight, Inc. As a result of the transfer of assets and liabilities of Mimio and the merger of Genesis, all of our current operations are now conducted through the Boxlight Group and principally by Boxlight, Inc.

 

The Education and Learning Technology Market

 

The global education industry is undergoing a significant transition, as primary and secondary school districts, colleges and universities, as well as governments, corporations and individuals around the world are increasingly recognizing the importance of using technology to more effectively provide information to educate students and other users in knowledge-based societies. “Smart education” denotes a range of technologies employed to enhance the delivery and administration of education across various segments such as K-12, higher education, enterprise, government and healthcare. This market is broadly segmented by four major parameters, namely; product type, application type, e-learning modes, and geography.

 

According to a market research report, “Smart Education and Learning Market: Advanced Technologies, Digital Models, Adoption Trends and Worldwide Market Forecast (2012-2017),” the global smart education and learning market is expected to reach $220.0 billion by 2017 at a compounded annual growth rate (CAGR) of 20.3% from 2012 to 2017. The market for education and learning software is estimated to reach $37.2 billion, and the market for education and learning hardware is estimated to reach $12.1 billion by 2017. In 2011, North America accounted for about 60% of global revenue and is expected to grow at a CAGR of 15.2% from 2012 to 2017. In the United States, the K-12 education sector represents one of the largest industry segments. According to a September 2011 report to the President from the Counsel of Economic Advisors, the U.S. education market accounted for over $638 billion of expenditures, or about 4.4% of the 2011 U.S. gross domestic product, as measured by National Center for Educational Statistics for the 2010-2011 school year. According to a November 2013 study by Bank of America Merrill Lynch, total global spending on corporate eLearning was $25.5 billion in 2012 and expected to reach $32.1 billion by 2015 and $37.5 billion by 2017— an 8% CAGR between 2012 and 2017.

 

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Our Opportunity

 

We believe that as a result of our acquisitions of the Boxlight Group, Mimio and Genesis, we are strongly positioned to become a leading provider of interactive educational products in the global learning and educational market—based on our existing products and those we intend to develop either alone or in collaboration with other technology companies. We believe that close connection between levels of educational attainment, evolving educational standards, personal career prospects and economic growth will increase the demand for our interactive educational products. Some of the factors that may impact our opportunity include:

 

Growth in U.S. K-12 Market Expenditures. Partially due to the recent recovery from the world-wide recession that resulted in significant cuts in 2011 and 2012 federal, state and local educational budgets, significant resources are again being devoted to primary and secondary education in the United States. As set forth in the Executive Office of the President, Council of Economic Advisers’ report, Unleashing the Potential of Educational Technology, U.S. education expenditure has been estimated at approximately $1.3 trillion, with K-12 education accounting for close to half ($625 billion) of this spending.

 

International Catalysts Driving Adoption of Learning Technology. According to Ambient Insights 2012 Snapshot of the Worldwide and US Academic Digital Learning Market, substantial growth in revenues for eLearning products in the academic market segment are anticipated throughout the world due to several convergent catalysts, including, population demographics, such as significant growth in numbers of 15-17 year old students and women in education in emerging markets; government-funded education policies mandating country-wide deployment of digital learning infrastructures; large scale digitization efforts in government and academic markets; significant increases in the amount of digital learning content; migration to digital formats by major educational publishers and content providers; mass purchases of personal learning devices and strong demand for learning platforms, content and technology services; and the rapid growth of part-time and fulltime online student enrollments.

 

Trends in Tech-Savvy Education. While industries from manufacturing to health care have adopted technology to improve their results, according to Trends in Tech-Savvy Education (Stanford Graduate School of Business), education remains heavily reliant on “chalk and talk” instruction conducted in traditional settings; however, that is starting to change as schools and colleges adopt virtual classrooms, data analysis, online games, highly customized coursework, and other cutting-edge tools to help students learn.

 

Increasing Focus on Accountability and the Quality of Student Education. U.S. K-12 education has come under significant political scrutiny in recent years. An independent task force report published in March of 2012 by the Council on Foreign Relations, a non-partisan membership organization and think tank, observed that American students rank far behind global leaders in international tests of literacy, math and science, and concluded that the current state of U.S. education severely impairs the United States’ economic, military and diplomatic security as well as broader components of America’s global leadership.

 

New Technologies. In addition to white boards and interactive projectors, other technologies are being adapted for educational uses on the Internet, mobile devices and through cloud-computing, which permit simultaneous sharing of digital files and programs among multiple computers or other devices through a virtual network. Handheld devices, including smartphones, tablets, e-readers and digital video technologies, are now fundamental to the way students communicate.

 

Demand for Interactive Projectors is on the Rise. As a complete system, interactive projectors are considerably less expensive than interactive whiteboards or interactive flat panel displays, placing them at a distinct advantage in price sensitive markets. According to FutureSource, an industry publication, “sales of interactive projectors are expected to grow steadily from 2014 to 2017 with a CAGR at 10.3% worldwide.”

 

Our Strategic Goals

 

We believe that our future success will depend upon many factors, including those discussed below. While these areas represent opportunities for us, they also represent challenges and risks that we must successfully address.

 

  Investing in research and development. We believe that, following consummation of this offering, our performance will be significantly dependent on the investments we make in research and development and that we must continually develop and introduce innovative products, enhance existing products and effectively stimulate customer demand for existing and future products.
     
  Investing in sales and marketing. We intend to invest significant resources in our marketing, advertising and brand management efforts.

 

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  Expanding our technology base. Our long-term growth will depend in part on our ability to continually expand our product and technology offerings. We intend to do so, both through our internal research and development initiatives, as well as through strategic acquisition opportunities and joint ventures that may develop.
     
  Developing an integrated sales and distribution strategy through acquisitions and joint ventures. In addition to Genesis, we believe there are opportunities for us to acquire a number of value added resellers that are focused on the education and learning technologies market segments, have gained the trust and support of local school districts and governmental agencies, and are located in geographically strategic areas throughout the United States and internationally. We believe that, with adequate capital and infrastructure, we can materially increase our revenues and scope by acquiring or joint venturing with a number of these companies. Our vision is to bring together many of these education focused resellers into a cohesive network that will provide proven sales and sales-related services and support across the United States and internationally.
     
  Developing strategic partnerships and alliances. We currently work with a variety of major software and hardware solution providers, with whom we are developing embedded solutions to offer buffered content inside our projectors to allow smooth content streaming across multiple platforms. We intend to further existing and develop additional strategic partnerships and alliances.

 

Selected Risks Associated With Our Business

 

Investment in our Class A common stock is subject to a number of risks, which are more fully described starting on page 11 of this prospectus. These risks include:

 

 

We have incurred a consolidated loss for the period ended March 31, 2017 and pro forma combined losses for the years ended December 31, 2016 and 2015,

     
 

On June 1, 2017, Boxlight Parent, Mim Holdings, VC2 Partners and Vert Capital Corp. were sued by Skyview Capital, LLC for breach of the $1,460,507.50 principal balance remaining to Skyview under a restated note and breach of guarantees of the note. As part of the lawsuit, Skyview is seeking to foreclose on the assets of our Mimio subsidiary. Although we paid the principal amount and accrued interest in the amount of $1,577,653.04 under the restated note on September 6, 2017, Skyview has yet to dismiss the lawsuit and release us from liability;

     
 

We have significant short-term debt and other obligations and the proceeds of this offering may not be sufficient to enable us to sufficiently reduce such obligations and avoid defaults to our lenders and other creditors, including certain key vendors;

     
  Our operating results and working capital requirements are subject to seasonal fluctuations;
     
  We operate in highly competitive industries;
     
 

We need to develop new, and enhance existing, products and technologies to remain competitive;

     
  Future sales of interactive projectors and displays may slow or decrease as a result of market saturation;
     
  We use resellers and distributors to promote and sell our products;
     
  We may not be able to obtain patent protection on new products and may suffer if we face claims of patent infringement; and
     
  We may not be able to integrate our recent acquisitions or manage our acquisition strategy effectively.

 

Our History and Acquisitions

 

In April 2013, Vert Capital Corp, formerly our principal stockholder, acquired, through a newly formed Delaware subsidiary, all of the outstanding shares of capital stock of a Georgia company that primarily distributed whiteboards to school districts, which business was discontinued in the first quarter of 2014. On October 31, 2013, Vert Capital’s subsidiary acquired all of the outstanding membership interests of Genesis, in exchange for 1,000,000 shares of Series B preferred stock of the Delaware subsidiary.

 

Boxlight Parent was incorporated in Nevada on September 18, 2014, for the purpose of becoming a technology company that sells interactive educational products into the education market.

 

Acquisition of Mimio

 

Effective April 1, 2016, pursuant to a membership interest purchase agreement, Boxlight Parent acquired 100% of the membership interest in Mimio, from Mim Holdings, Inc., a Delaware corporation wholly-owned by a trust established for the benefit of members of the families of affiliates of VC2 Partners LLC, in exchange for a four percent $2,000,000 unsecured convertible promissory note due March 31, 2019 (the “Marlborough Note”), and the assumption of an original six percent $3,425,000 senior secured note of Mim Holdings due July 3, 2016 that was payable to Skyview Capital, LLC, (“Skyview”), the former equity owner of Mimio (the “Skyview Note”). For purposes of the membership interest purchase agreement, the sale to Boxlight Parent, was deemed to have been consummated as of April 1, 2016.

 

Skyview Note was originally issued by Mim Holdings to Skyview on November 4, 2015 as payment for the acquisition of 100% of the membership equity of Mimio by Mim Holdings. On July 5, 2016, Skyview, Boxlight Parent and Mim Holdings entered into an amendment to the Skyview Note, effective as of June 30, 2016 and, on August 3, 2016, Boxlight Parent and Skyview entered into a second amendment to the original Mimio purchase agreement. Under the terms of the August 3, 2016 amendment;

 

 

Total amount payable to Skyview was increased to $4,010,508, to include an additional fee of $350,000 and to extend the maturity date to December 15, 2016. On August 3, 2016 and September 29, 2016, we paid $50,000 and a $2,500,000 installment payment, respectively, under the Skyview Note out of the proceeds of a senior secured debt financing.

     
  We were unable to pay the $1,460,508 remaining balance due on December 15, 2016 under the restated Skyview Note and received a Notice of Default dated December 28, 2016. This default could result in the note holder’s foreclosure on the assets of our Mimio subsidiary
     
  Skyview agreed to subordinate its lien and security interest on the Mimio assets and right to payment of the final installment of the restated Skyview Note to the priority lien and security interest of our senior secured asset based lender; and
     
  The restated Skyview Note is now guaranteed by Boxlight Parent, Mim Holdings, VC2 Partners LLC, the former owner of Mim Holdings, and Vert Capital Corp.

 

On June 1, 2017, Boxlight Parent, Mim Holdings, VC2 Partners and Vert Capital Corp. were sued by Skyview for breach of the $1,460,508 restated note, breach of guarantees of the restated note and Skyview is now seeking to foreclose on the assets of our Mimio subsidiary. Effective as of October 2016, we transferred all of the assets of our Mimio subsidiary and associated liabilities to our Boxlight, Inc. subsidiary and recently liquidated the Mimio LLC entity. As part of the initial financing from Sallyport Commercial Finance LLC described below, on September 6, 2017, Boxlight paid $1,577,653.04, which included the principal balance of $1,460,507.50, plus accrued interest of $117,145.54, due and payable to Skyview. As of the date hereof, Boxlight has not received a release from Skyview for the pending lawsuit.

 

On June 3, 2016, Boxlight Group issued a promissory note to AHA Inc Co Ltd., a Korean corporation, in the amount of $1,895,413 to settle unpaid accounts payable for the purchases of inventory for Boxlight Group in the amount of $1,866,418. Interest shall be payable in the amount of 6.5% per annum. The principal is due and payable in eight equal principal payments in the amount of $236,926 beginning on June 30, 2016. Interest shall be paid in consecutive monthly installments for eight months, due and payable upon the last business day of each month. The note is currently in default for nonpayment with a remaining principal balance due of $610,783.

 

On September 21, 2016, the Boxlight Group and Mimio, as borrowers, entered into a maximum $5,000,000 senior secured line of credit facility with Crestmark Bank (“Crestmark”) secured by a first priority lien and security interest on the assets of both Mimio and the Boxlight Group. On September 29, 2016, upon closing of the credit facility, based on an advance formula of up to 85% of our eligible accounts receivable and $350,000 of inventory, a total of $2,911,390 was advanced by Crestmark. Such advance, together with available cash reserves and proceeds from the sale of $1,000,003 of our Class A common stock to K Laser, were used to retire the $350,266 outstanding balance owed under an existing senior secured note issued in July 2016 to Hitachi Capital America Corp. and to pay the September 30, 2016 installment of $2,500,000 due to Skyview Capital under Skyview Note. All outstanding advances under the Crestmark line of credit facility bear interest at the rate of 2.25% in excess of the prime rate of interest as published by the Wall Street Journal, subject to a minimum 5.75% rate per annum. All advances under the Crestmark line of credit are payable on demand. Boxlight Parent has guaranteed all obligations under the Crestmark line of credit and secured its guaranty by a lien on the assets of Boxlight Parent. A number of our creditors, including Skyview Capital, EDI, Mim Holdings and Mark Elliott, our Chief Executive Officer, have agreed to subordinate their claims to the prior payment and lien of Crestmark. On January 12, 2017 the Company received a Notice of Default from Crestmark Bank due to the Notice of Default received from Skyview and for not meeting a minimum tangible net worth covenant requirement. On February 2, 2017, the Company satisfied in full all obligations due to Crestmark and received a general release from all indebtedness.

 

On September 5, 2017, Boxlight Inc., a Washington State corporation (“Boxlight”) which is Boxlight Parent’s only operating subsidiary, entered into an Account Sale and Purchase Agreement and related documents with Sallyport Commercial Finance, LLC (“Sallyport”). All of the operations of Mimio LLC and Genesis Collaboration, LLC, the other former subsidiaries of Boxlight Parent, have been consolidated with and into Boxlight.

 

The Sallyport agreement allows Boxlight to sell up to $4,000,000 of its eligible accounts receivable that are accepted by Sallyport for up to 85% of the face amount. The term of the agreement is twelve months with an initial factoring fee of .6% and an interest rate of prime plus 4%. All of the assets of Boxlight have been pledged as a security interest against any advances on the purchase agreement. On September 5 and September 6, 2017, Sallyport funded an aggregate of $2,830,507.50 to Boxlight. The obligations to Sallyport are guaranteed by Boxlight Parent and are subject to certain validity guarantees that have been provided to Sallyport by Mark Elliott, Chief Executive Officer, Michael Pope, President, Henry (“Hank”) Nance, Chief Operating Officer of the Company and Sheri Lofgren, Chief Financial Officer of Boxlight.

 

Prior to the sale of Mimio to Boxlight Parent, VC2 Partners LLC (the former owner of Mim Holdings) assigned its equity in Mim Holdings to the Marlborough Brothers Family Trust (the “Marlborough Trust”). The Marlborough Trust was established for the benefit of members of the families of Adam Levin and Michael Pope. Mr. Pope is the President and a member of our board of directors, and members of the families of Messrs. Levin and Pope, are beneficiaries of other trusts who are principal stockholders of Boxlight Parent. See “Principal Stockholders” on page 66 of this Prospectus.

 

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On June 27, 2017, the Marlborough Trust and EDI entered into a note conversion agreement with Boxlight Parent under which each of the Marlborough Trust and EDI agreed, upon the effective date of this prospectus, to convert 100% of the $2,000,000 Marlborough Note and a $2,000,000 convertible promissory note issued in September 2016 to EDI into shares of our Class A common stock at a conversion price of $6.30 per share, a total of 657,162 Class A common shares upon conversion.

 

As of October 2016, we transferred all of the assets and the associated liabilities of Mimio LLC to Boxlight, Inc. and voluntarily liquidated the Mimio LLC entity in April 2017.

 

Acquisition of the Boxlight Group

 

On July 18, 2016, we acquired 100% of the equity of the Boxlight Group in accordance with the terms of a share purchase agreement, dated May 10, 2016, with Everest Display, Inc., a Taiwan corporation (“EDI”) and its subsidiary, Guang Feng International Ltd. (“Guang Feng”), the former shareholder of the Boxlight Group.

 

Under the terms of the share purchase agreement, Boxlight Holdings, Inc., a newly formed Delaware subsidiary of Boxlight Parent acquired the equity of the Boxlight Group. The purchase price was paid by delivery of 270,000 shares of Boxlight Parent Series C Preferred Stock, that has a stated liquidation value of $20.00 per share. Upon completion of this offering and subject to the listing of our Class A common stock on the Nasdaq Capital Market or other securities exchange acceptable to EDI, the Series C Preferred Stock shall automatically, and without any further action on the part of the holders or Boxlight Parent, convert into shares of Class A common stock as defined by the agreement. Such newly converted shares of Class A common stock to be issued to EDI or its subsidiary, (including certain bonus shares of Class A common stock representing 8% of the shares issuable upon conversion of the Series C Preferred Stock), will total 2,055,872 shares of Boxlight Parent Class A common stock, representing approximately 22.22% of our fully-diluted common stock as defined by the agreement. Hank Nance, our Chief Operating Officer, will receive 81,753 of these shares.

 

Effective July 6, 2016, the Company entered into a loan and security Agreement with Hitachi Capital America Corp. (“Hitachi”). The agreement allowed the Company to borrow up to $2,500,000 based on eligible accounts receivable and inventory at an interest rate equal to one and three quarters (1.75%) in excess of the prime rate. The loan is due and payable on demand. Under the terms of the Hitachi loan agreement, we applied $1,000,000 of the initial funding to pay EDI $1,000,000 in reduction of the Boxlight Group’s outstanding accounts payable. The Hitachi loan is secured by all assets of Boxlight Inc. and guaranteed by Boxlight Parent. We retired the outstanding amount payable to Hitachi on September 29, 2016, out of the proceeds of the line of credit financing received from Crestmark.

 

Under the terms of the EDI share purchase agreement, as amended on September 28, 2016, the parties agreed that the Boxlight Group and Boxlight Parent will settle and pay approximately $5.75 million of accrued accounts payable owed to EDI on September 28, 2016, in the manner set forth below.

 

  $1,000,000 was paid at the closing of the Boxlight Group acquisition out of the net proceeds of the Hitachi financing;
     
 

An additional $1,500,000 of the $5.75 million owed to EDI was to be paid by the Boxlight Group in monthly installments of $250,000 each following payment of the $1,000,000 from the proceeds of the Hitachi financing. Such installments were not paid. However, on June 27, 2017, EDI agreed to convert $1,500,000 of its accounts payable into shares of our Class A common stock at a conversion price of $6.30 per share, a total of 238,095 shares upon conversion;

     
 

$2,000,000 of the unpaid balance of our account payable was evidenced by a 4% non-negotiable convertible promissory note of Boxlight Parent payable to EDI, together with accrued interest, due on March 31, 2019 (the “EDI Note”). On June 27, 2017, EDI entered into a note conversion agreement with Boxlight Parent and the Marlborough Trust under which each creditor agreed, upon the effective date of this prospectus, to convert 100% of the $2,000,000 EDI Note and the Marlborough Note into shares of our Class A common stock at a conversion price of $6.30 per share, a total of 657,162 Class A common shares upon conversion.

     
  the remaining balance of the accrued accounts payable shall be paid over time in the ordinary course of our business.

 

For so long as we and the Boxlight Group comply with the above arrangements to settle and pay the accounts payable, EDI and its affiliates shall continue to supply products to us and provide payment terms to us which are no less favorable than those provided to other credit-worthy customers. In addition, EDI and its affiliates have orally agreed in principle to provide Boxlight Parent and all of our subsidiaries, including the Boxlight Group, with a 10% price reduction on all units of products sold to us and our subsidiaries.

 

After this offering and subject to customary conditions, EDI and the other holders of our Class A Common Stock will be entitled to have shares registered for resale under the Securities Act, if Boxlight Parent files a resale registration statement for the account of any other stockholder or if otherwise permitted by any subsequent underwriter of our securities.

 

Acquisition of Genesis

 

Effective as of September 30, 2014, Vert Capital’s inactive Delaware subsidiary Logical Choice Corporation (“LCC - Delaware”) distributed 100% of Genesis’s membership interests to Vert Capital, and, on January 31, 2015, BOXL, Vert Capital, and the former members of Genesis entered into an agreement whereby Boxlight Parent would acquire 100% of the outstanding equity of Genesis from Vert Capital upon consummation of this offering. On May 9, 2016, the parties amended such agreement and Vert Capital contributed the Genesis membership interests to Boxlight Parent. Accordingly, Boxlight Parent now owns 100% of the equity of Genesis.

 

In connection with Boxlight Parent’s acquisition from Vert Capital of 100% of the equity of Genesis, other than one share of common stock of LCC - Delaware retained by Vert Capital, each of Vert Capital and the four former members of Genesis returned to treasury all of their ownership equity in LCC - Delaware, and the former members of Genesis received 1,000,000 shares of Boxlight Parent Series B Preferred Stock which, upon consummation of this offering, will automatically convert into 370,040 shares of our Class A common stock, or such other number of shares as will represent 4.0% of fully diluted common stock as defined in purchase agreement.

 

As a result of the above transactions, we acquired 100% of the equity interest of Genesis in exchange for 4.0% of our Class A fully-diluted common stock, to be issued to the former Genesis members upon automatic conversion of the 1,000,000 shares of Series B preferred stock. At the same time, Vert Capital and the former Genesis members returned to LCC - Delaware’s treasury all but one share of capital stock of LCC - Delaware, leaving Vert Capital as LCC - Delaware’s sole stockholder. Vert Capital will not transfer this one share of capital stock of LCC – Delaware. Therefore, we have no interest and will have no interest in LCC – Delaware and no interest in Vert Capital.

 

An aggregate of 250,000 shares of BOXL’s non-voting convertible Series A preferred stock originally intended to be issued to Vert Capital, to be held in trust for the benefit of the existing holders of Series A preferred stock in LCC-Delaware will, as of the effective date of this prospectus be automatically converted into 398,406 shares of our Class A common stock and distributed to the 63 former holders of LCC-Delaware preferred stock. Such 398,406 shares of our Class A common stock will be being registered for resale under a separate registration statement and prospectus for the benefit of the former holders of the LCC-Delaware preferred stock, to be filed with the SEC following completion of the offering of our 1,000,000 shares of Class A common stock contemplated by this prospectus, but such shares shall be restricted on resale for a period of one year from the date of this prospectus.

 

On June 14, 2017, we merged Genesis into our Boxlight, Inc. subsidiary which now owns and operates substantially all of our assets and business.

 

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In summary, we have issued the following shares of our capital stock in connection with the acquisitions of Mimio, the Boxlight Group and Genesis:

 

  in exchange for 100% of the shares of the Boxlight Group, a total of 270,000 shares of our Series C preferred stock were issued to EDI and its affiliates, which, upon our listing of our Class A common stock on the Nasdaq Capital Market or other securities exchange acceptable to EDI, will automatically convert into 1,903,586 shares of our Class A common stock, or 20.575% of our fully-diluted common stock before giving effect to this offering. An additional 152,286 Class A shares are designated as bonus shares and will be issued to senior management and senior employees who have worked for EDI and its direct and indirect subsidiaries for more than 10 years, including Henry (“Hank”) Nance, our Chief Operating Officer, will receive approximately 59% of the bonus shares. In addition, we have also agreed to grant employee stock options entitling the Boxlight Group employees to purchase upon full vesting, at the offering price of our Class A common stock, an additional 185,020 shares of our Class B common stock or such other number of shares as represents 2.0% of our fully diluted common stock (the “Boxlight Group Options”). 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. Our Class B common stock will automatically convert into shares of Class A common stock upon any public or private sale by any holder of Class B common stock. Mr. Nance, who is a senior executive employee of the Boxlight Group, will receive approximately 44% of the Boxlight Group Options. Under the terms of the share purchase agreement, the term “fully-diluted common stock” excludes shares of our Class A common stock sold in this offering or in the private placements consummated in October and November, 2016. The fully-diluted common stock also excludes shares issued for settlement of outstanding payables.
     
  On September 28, 2016, we sold to K Laser, the principal stockholder of EDI, an aggregate of 178,572 shares of our Class A common stock at a purchase price of $5.60 per share and received net proceeds of $1,000,003. Such shares are deemed to be “restricted securities” under Rule 144 promulgated under the Securities Act of 1933, as amended.
     
  a total of 1,000,000 shares of our Series B preferred stock were issued to the four former members of Genesis, which will automatically convert into 370,040 shares of Class A common stock or such other number of shares as represents 4.0% of our fully-diluted common stock as defined in the purchase agreement; and
     
  A total of 270,000 shares of Boxlight Parent Series A Preferred stock that are convertible into 398,406 shares of our Class A common stock are being held in trust by Vert Capital and will be converted and distributed to the 63 former holders of LCC-Delaware Series A Preferred Stock, and will be registered for resale within one year from the date of this prospectus.

 

In addition, in exchange for a transfer to Boxlight Inc. of the “Boxlight” and “Boxlight Display” trademarks, we have agreed to issue to the current owner of such trademarks a number of Class A common shares as determined by dividing $250,000, by the initial per share offering price of our Class A common stock. In June 2017, we also issued 238,095 shares of our Class A common stock to EDI upon conversion of $1,500,000 of accounts payable owed to EDI at a conversion price of $6.30 per share, and we will issue a total of 657,162 shares of our Class A common stock to EDI and The Marlborough Trust upon the automatic conversion as of the date of this prospectus, at $6.30 per share, of our separate $2,000,000 convertible notes owed to each of such creditors.

 

For the purpose of the acquisition agreements, fully diluted common stock includes all outstanding Boxlight Parent common stock and all shares issuable upon conversion of preferred stock and exercise of all warrants and options to purchase BOXL common stock that would be outstanding after giving effect to the acquisitions of the Boxlight Group and Genesis and the exchange transaction referred to in the immediately preceding paragraph. However, such term does not include any of the shares of Class A common stock or securities convertible into or exercisable for Class A common stock (“Common Stock Equivalents”) that are issuable upon conversion of the Marlborough Note, or the EDI Note, any shares of Class A common stock being offered under this prospectus, or any shares of Class A common stock or Common Stock Equivalents issued or issuable in connection with any one or more private placements, provided that the proceeds are used to reduce indebtedness and for working capital.

 

As of the date of this prospectus, after giving pro forma effect to the conversion of $4,000,000 of debt evidenced by the EDI Note and the Marlborough Note and conversion by EDI of $1,500,000 of our accounts payable, all Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, all shares of Class A common stock issued in the private placements described below, and exercise of all stock options and warrants, there would be outstanding an aggregate of 10,669,616 shares of Boxlight Parent Class A common stock. None of the shares to be issued to EDI and its affiliates, to K Laser or to the members of Genesis and issued in trust for the benefit of the LCC - Delaware Series A preferred holders will be registered under the Securities Act, in reliance upon the exemption from registration set forth in Section 4(a)(2) under the Securities Act.

 

Private Placements and Nasdaq Initial Listing Requirements.

 

In September 2016, Boxlight Parent sold an aggregate of 178,572 shares of our Class A common stock to K Laser at a price of $5.60 per share, for a total of $1,000,003 in net proceeds to us. The per share sales price is intended to be 80% of the initial price per share of Class A common stock offered to the public under this prospectus. Accordingly, the 178,572 shares of Class A common stock are subject to increase in the event that the initial offering price of the shares offered under this prospectus is less than $7.00. The $5.60 price and the number of shares sold in the private placement will not change if the initial per share offering price under this prospectus shall be greater than $7.00. The private placement was conducted through the efforts of our management and with the assistance of K Laser and its affiliates. No commissions or other compensation was paid in connection with such private placement. The $1,000,003 in net proceeds was used, together with the proceeds of the Crestmark financing, to retire prior senior secured indebtedness to Hitachi and pay the $2,500,000 installment due under the Skyview Note. In addition, Boxlight Parent also sold an additional 51,879 shares of Class A common stock for $218,904 in October and November 2016.

 

In September and October, 2016, Boxlight Parent issued to five accredited investors (including Mark Elliott, our Chief Executive Officer) an aggregate of 204,652 restricted shares of our Class A common stock at a price of $1.055 per share. The purpose of the issuances was to reduce debt and related obligations aggregating $215,829 that was owed to such individuals. In October 2016, Boxlight Parent issued 3,556 shares at $5.91 per share to settle accounts payable of $21,000.

 

In June 2017, we also issued 238,095 shares of our Class A common stock to EDI upon conversion of $1,500,000 of accounts payable owed to EDI at a conversion price of $6.30 per share. In addition, we will issue a total of 657,162 shares of our Class A common stock to EDI and The Marlborough Trust as of the date of this prospectus upon the automatic conversion of convertible notes in the aggregate amount of $4,000,000, plus accrued interest, at a conversion price of $6.30 per share. As a result of these transactions, our pro-forma stockholders’ equity as of June 30, 2017 and as of the date of this prospectus will be subject to increase by $4,000,000.

 

Although we believe that with this offering we will meet all of the initial requirements to list our Class A common stock on Nasdaq, there can be no assurance that Nasdaq will agree to list our Class A common stock. If we are unable to list our Class A common stock on Nasdaq, we will withdraw the offering described in this prospectus and return all escrow funds to subscribers. Even if our shares are so listed, there is no assurance that we will be able to continue to meet the requirements to maintain the listing of our Class A common stock on Nasdaq. If we are unable to meet the ongoing Nasdaq maintenance requirements for continued listing, we would have to apply to list our Class A common stock for quotation on the OTCQB or OTCQX Market Exchange, which may have a material adverse effect on the liquidity and future trading prices of our shares. See “Risk Factors” on page 11.

 

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Other Transactions

 

On December 16, 2015, we executed a Business Consulting Services Agreement with Falcon Capital LLC, in which we issued 103,349 shares of our Class A common stock as compensation for financial advisory and business consulting services, including, but not limited to international corporate advisory for European capital markets and strategy to be rendered for a period of twelve months after consummation of this offering.

 

Our Corporate Information

 

Our principal executive offices are located at 1045 Progress Circle, Lawrenceville, GA 30043. Our telephone number is 678-367-0809. Our website address is www.boxlightcorp.com. These are textual references only. We do not incorporate the information on, or accessible through, any of our websites into this prospectus, and you should not consider any information on, or that can be accessed through, our websites as part of this prospectus.

 

Our Status as an Emerging Growth Company

 

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Certain specified reduced reporting and other regulatory requirements are available to public companies that are emerging growth companies. These provisions include:

 

  an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002;
     
  an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;
     
  an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about our audit and our financial statements; and
     
  reduced disclosure about our executive compensation arrangements.

 

We have elected to take advantage of the exemption from the adoption of new or revised financial accounting standards until they would apply to private companies.

 

We will continue to be an emerging growth company until the earliest of:

 

  the last day of our fiscal year in which we have total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every five years by the SEC to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest $1,000,000) or more;
     
  the last day of our fiscal year following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act;
     
  the date on which we have, during the prior three-year period, issued more than $1,000,000,000 in non-convertible debt; or
     
  the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission, or SEC, which means the market value of our Class A common stock that is held by non-affiliates (or public float) exceeds $700 million as of the last day of our second fiscal quarter in our prior fiscal year.

 

We are also a “smaller reporting company,” as defined under SEC Regulation S-K. As such, we also are exempt from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and also are subject to less extensive disclosure requirements regarding executive compensation in our periodic reports and proxy statements. We will continue to be deemed a smaller reporting company until our public float exceeds $75 million on the last day of our second fiscal quarter in our prior fiscal year.

 

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The Offering

 

The offering is being made on a “best efforts, minimum/maximum” basis. In order for us to complete this offering, we must sell for the account of the Company a minimum of 342,857 shares of Class A common stock and receive gross cash proceeds of not less than $2,400,000.

 

Class A common stock we are offering   Minimum: 342,857 shares of Class A common stock
    Maximum: 1,000,000 shares of Class A common stock
     
Public offering price   $7.00 per share of Class A common stock
     
Common stock outstanding before this offering(1)   5,151,184 shares of Class A common stock
     
Common stock outstanding after this offering upon automatic conversion of Series B Preferred Stock and Series C Preferred Stock and issuance of EDI transaction bonus shares  

Minimum: 7,919,953 shares of Class A common stock

 

     
    Maximum: 8,577,096 shares of Class A common stock
     
     
Common stock outstanding after this offering(2)(3)  

Minimum: 8,808,267 shares of Class A common stock.

 

    Maximum: 9,465,410 shares of Class A common stock
     
Duration of the offering  

The 1,000,000 shares of Class A common stock being offered for the account of the Company will be offered for a period of 120 days from the date of this prospectus. The offering shall terminate on the first to occur of (i) the date when the sale of all 1,000,000 shares is completed, (ii) 120 days following the date of this prospectus, or (iii) earlier than 120 days from the date of this prospectus if we decide to terminate the offering prior to such date.

     
Use of proceeds  

Our net proceeds from this offering, assuming the minimum number of shares of Class A common stock offered (342,857 shares) is sold, after deducting offering expenses payable by us at closing (including brokerage commissions), of approximately $2,000,000, and assuming the maximum number of shares of Class A common stock offered (1,000,000 shares) is sold, after deducting offering expenses payable by us at closing (including brokerage commissions, if any), of approximately $6,210,000.

 

We intend to use the net proceeds of this offering:

 

  First, to pay any remaining obligations to Skyview, such as other costs and expenses related to the lawsuit;
     
  Second, to purchase and pay for additional inventories to fill our backlog of outstanding orders for our products;
     
  To reduce other indebtedness and accounts payable, including $1,500,000 of accounts payable owed to EDI and approximately $700,000 of indebtedness owed to Vert Capital; and
     
  The balance, to the extent available, for working capital.
     
Escrow   Until we sell at least 342,857 shares of Class A common stock and have been notified by Nasdaq that our Class A common stock has been approved for listing and trading on the Nasdaq Capital Market, all subscriber funds will be held in an escrow account at SunTrust Bank, Atlanta, Georgia, as agent, for the benefit of the subscribers. If we do not sell at least 342,857 shares of Class A common stock and obtain such Nasdaq listing by the end of the offering period all funds will be promptly returned to subscribers without interest or deduction. If we complete this offering and obtain such Nasdaq listing, net proceeds will be promptly delivered to us on the closing date.

 

Proposed Nasdaq Capital Market Listing Symbol   “BOXL”
     
Risk factors   See “Risk Factors” beginning on page 11 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Class A common stock.

 

(1) The number of shares of our Class A common stock prior to and to be outstanding immediately prior to this offering is based on 5,151,184 shares of our Class A common stock outstanding as of August 21, 2017.

 

(2) The number of shares of our Class A common stock outstanding immediately after the completion of this offering includes:

 

  2,055,872 shares of our Class A common stock to be issued to the stockholders of EDI and its affiliates upon conversion of 270,000 shares of Series C Preferred Stock following completion of this offering and our listing of our Class A common stock on the Nasdaq Capital Markets or other securities exchange acceptable to EDI (inclusive of 152,286 bonus shares), or a total of 22.22% of our fully-diluted Class A common stock as defined in the purchase agreement and before giving effect to this offering.
     
  370,040 shares of Class A common stock issuable upon automatic conversion of 1,000,000 shares of Series B Preferred Stock to be issued to the former members of Genesis, or such other number of shares as represents 4.0% of our fully-diluted common stock as defined in the purchase agreement and before giving effect to this offering.
     
  657,162 shares of Class A common stock issuable upon automatic conversion of the $2,000,000 EDI Note, plus accrued interest and the $2,000,000 Marlborough Note, plus accrued interest, at a conversion price of $6.30 per share, to be consummated as of the date of this prospectus.
     
  231,152 shares of our Class A common stock to be issued to our legal counsel, Loeb & Loeb LLP upon consummation of this offering as partial compensation for services rendered in relation to this initial public offering.

 

(3) The number of shares of our Class A common stock outstanding after this offering excludes:

 

  614,061 shares of Class A common stock issuable upon exercise of options granted under the 2014 Stock Incentive Plan and 1,591,357 additional shares reserved for issuance thereunder.
     
  185,020 shares of Class B common stock issuable upon exercise of stock options granted under the BOXL Option Plan for the Boxlight Group employees.
     
  398,406 shares of Class A common stock issued to the holders of Series A Preferred Stock of LCC-Delaware upon automatic conversion of our Series A Preferred Stock.
     
  820,717 shares of Class A common stock issuable upon exercise of outstanding warrants with an exercise price equal to 110% of the initial per share offering price of shares offered to the public in this offering.

 

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RISK FACTORS

 

An investment in our Class A common stock involves a high degree of risk. You should consider carefully the following risks and other information included in this prospectus before you decide whether to buy our Class A common stock. The following risks may adversely affect our business, financial condition, and operating results. As a result, the trading price of our Class A common stock could decline and you could lose part or all of your investment.

 

Risks Related to Our Business, Operations and Financial Condition

 

We have incurred losses for the years ended December 31, 2016 and 2015, on a pro forma combined basis.

 

For the six months ended June 30, 2017, we had a net loss of $2,375,483. For the years ended December 31, 2016, on a pro forma basis and assuming the acquisitions of Mimio, the Boxlight Group, and Genesis were completed on January 1, 2016, we had a pro forma combined loss of $3,694,000. There can be no assurance that our losses will not continue in the future, even if expenditures for the products and solutions we sell and distribute increase.

 

Our pro forma results may not be indicative of our future performance or financial condition.

 

The unaudited pro forma combined financial information in this prospectus may not be indicative of what our operating results would have been for the periods presented had the acquisitions of Genesis, the Boxlight Group or Mimio taken place on the dates indicated or of our future operating results. In addition, the unaudited pro forma combined statements of operations included in this prospectus reflect amortization of the preliminary estimates of the values of assets acquired, and those values could differ materially once we complete our final valuations of these assets.

 

We have substantial indebtedness and accounts payable and may need to raise additional financing.

 

As of August 31, 2017, our consolidated total liabilities were approximately $16.3 million, including approximately $7.1 million due in outstanding notes payable and obligations to our vendors. Even after giving effect to the reduction of such liabilities by $4,000,000 as a result of conversions into equity of the EDI note and the Marlborough Note and a portion of our accounts payable owed to EDI, our outstanding liabilities will still be approximately $8.6 million. Unless we are able to obtain sufficient net proceeds from our initial public offering or from one or more lenders or other private sources, we could default in payment of many of these obligations. There can be no assurance that such financing will be available or that we will be able to sell any or all of the shares of Class A Common Stock in this offering. Even if we are successful in obtaining alternative debt or equity financing unrelated to this offering, it is likely that the terms thereof will not be as attractive to us as the sale of the Class A common stock offered hereby. In such event, to the extent that such financing is at purchase prices, conversion prices or exercise prices that are lower than the offering price of the shares offered in our proposed public offering, the equity interests of all of our stockholders could be substantially diluted.

 

We may remain liable for additional obligations to Skyview.

 

As of December 31, 2016, we were obligated to make a $1,460,508 payment on or before December 15, 2016 under a six percent $3,960,508 restated note payable to Skyview Capital LLCl (“Skyview”),  the former owner of Mimio under a membership interest purchase agreement dated as of May 28, 2015, as amended. We were unable to make this payment and received a Notice of Default dated December 28, 2016. The defaulted Skyview Note is secured by a lien and security interest on the assets and properties of our Mimio subsidiary and by the unconditional guaranty of Boxlight Parent, Mim Holdings, VC2 Partners LLC, and Vert Capital Corp. On June 1, 2017 Skyview sued us for non-payment of the obligation.  On September 6, 2017, we paid Skyview the sum of  $1,577,653.04, which included the principal balance of $1,460,507.50, plus accrued interest of $117,145.54, due and payable to Skyview. Although we believe that we have paid this obligation in full, Skyview may seek additional costs and penalties and as of the date hereof, we have not received a release from Skyview in connection with the pending lawsuit.

 

We are in default in the payment of a short-term obligation

 

On June 3, 2016, Boxlight Group issued a promissory note to AHA Inc Co Ltd., a Korean corporation in the amount of $1,895,413 to settle unpaid accounts payable for the purchases of inventory for Boxlight Group in the amount of $1,866,418. Interest shall be payable in the amount of 6.5% per annum. The principal is due and payable in eight equal principal payments in the amount of $236,926 beginning on June 30, 2016. Interest shall be paid in consecutive monthly installments for eight months, due and payable upon the last business day of each month. The note is currently in default for non-payment with a remaining principal balance due of $610,783.

 

Our aggregate amount of short-term obligations in default

 

Our aggregate amount of short-term obligations currently in default is $2,071,291.

 

We have been unable to fill our order backlog.

 

As of August 18, 2017, we have a backlog of orders of approximately $4.8 million. Due to our lack of liquidity and significant accounts payable, we have been unable to fill such backlog on a timely basis. Unless we receive significant proceeds from this offering or other sources of financing, we may be faced with cancellation of orders for our products which would have a material adverse effect on our business.

 

We may not be able to manage our acquisition strategy effectively.

 

Our growth strategy includes acquiring assets and technologies or companies that have services, products, technologies, industry specializations or geographic coverage that extend or complement our existing business. The process to undertake a potential acquisition is time-consuming and costly. We expect to expend significant resources to undertake business, financial and legal due diligence on potential acquisition targets, and there is no guarantee that we will complete any acquisition that we pursue.

 

The process of integrating any acquired business may create unforeseen operating difficulties and expenditures and is itself risky. The acquisitions to be completed upon consummation of this offering and any future acquisitions will be subject to a number of challenges, including:

 

  diversion of management time and resources as well as a shift of focus from operating the businesses to issues related to integration and administration, which could result in the potential disruption of our ongoing business;
     
 

the need to integrate each company’s accounting, management, information, human resources and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;

     
  the need to implement controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition had lacked such controls, procedures and policies;
     
  difficulties in maintaining uniform standards, controls, procedures and policies;
     
  difficulties in managing operations in widely disparate time zones;
     
 

potential unknown liabilities associated with acquired businesses, including liability for activities of the acquired company before the acquisition, including violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities;

     
  difficulty retaining key alliances on attractive terms with partners and suppliers;
     
  declining employee morale and retention issues resulting from changes in compensation, or changes in management, reporting relationships, future prospects or the direction or culture of the business;
     
  in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries; and
     
  in some cases, the need to transition operations, end-users, and customers onto our existing platforms.

 

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Failure to manage expansion effectively may affect our success in executing our business plan and may adversely affect our business, financial condition and results of operation. We may not realize the anticipated benefits of any or all of our acquisitions, or may not realize them in the time frame expected. Future acquisitions or mergers may require us to issue additional equity securities, spend our cash, or incur debt, and amortization expenses related to intangible assets or write-offs of goodwill, any of which could adversely affect our results of operations.

 

We generate a substantial majority of our revenue on a pro forma basis from the sale of our display products, and any significant reduction in sales of these products would materially harm our business.

 

For the years ended December 31, 2016, on a pro forma basis and assuming the acquisitions of Mimio, the Boxlight Group and Genesis were completed on January 1, 2015, we generated approximately 45% of our revenue from sales of our interactive display products, consisting of projectors, interactive projectors and interactive flat panels. A decrease in demand for our interactive displays would significantly reduce our revenue. If any of our competitors introduces attractive alternatives to our interactive displays, we could experience a significant decrease in sales as customers migrate to those alternative products.

 

Our business is subject to seasonal fluctuations, which may cause our operating results to fluctuate from quarter-to-quarter and adversely affect our working capital and liquidity throughout the year.

 

Our revenues and operating results normally fluctuate as a result of seasonal variations in our business, driven largely by the purchasing cycles of the educational market. Traditionally, the bulk of expenditures by school districts occur in the second and third calendar quarters after receipt of budget allocations. We expect quarterly fluctuations in our revenues and operating results to continue. These fluctuations could result in volatility and adversely affect our cash flow. As our business grows, these seasonal fluctuations may become more pronounced. As a result, we believe that sequential quarterly comparisons of our financial results may not provide an accurate assessment of our financial position.

 

Our working capital requirements and cash flows are subject to fluctuation, which could have an adverse effect on our financial condition.

 

Our working capital requirements and cash flows have historically been, and are expected to continue to be, subject to quarterly and yearly fluctuations, depending on a number of factors. Factors which could result in cash flow fluctuations include:

 

  the level of sales and the related margins on those sales;
     
  the collection of receivables;
     
  the timing and size of purchases of inventory and related components; and
     
  the timing of payment on payables and accrued liabilities.

 

If we are unable to manage fluctuations in cash flow, our business, operating results and financial condition may be materially adversely affected. For example, if we are unable to effectively manage fluctuations in our cash flows, we may be unable to make required interest payments on our indebtedness.

 

We operate in a highly competitive industry.

 

We are engaged in the interactive education industry. The combined operation will face substantial competition from developers, manufacturers and distributors of interactive learning products and solutions, including interactive projectors, interactive whiteboards and micro-computer data logging products and any new product we may offer in the future. The industry is highly competitive and characterized by frequent product introductions and rapid technological advances that have substantially increased the capabilities and use of interactive projectors, interactive whiteboards, and micro-computer based logging technologies and combinations of them. We face increased competition from companies with strong positions in certain markets we serve, and in new markets and regions we may enter. These companies manufacture and/or distribute new, disruptive or substitute products that compete for the pool of available funds that previously could have been spent on interactive displays and associated products.

 

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Many of these competitors have, and our potential competitors may have, significantly greater financial and other resources than we do and have spent, and may continue to spend, significant amounts of resources to try to enter or expand their presence in the market. In addition, low cost competitors have appeared in China and other countries. We may not be able to compete effectively against these current and future competitors. Increased competition or other competitive pressures have and may continue to result in price reductions, reduced margins or loss of market share, any of which could have a material adverse effect on our business, financial condition or results of operations.

 

Some of our customers are required to purchase equipment by soliciting proposals from a number of sources and, in some cases, are required to purchase from the lowest bidder. While we attempt to price our products competitively based upon the relative features they offer, our competitors’ prices and other factors, we are often not the lowest bidder and may lose sales to lower bidders.

 

Competitors may be able to respond to new or emerging technologies and changes in customer requirements more effectively and faster than we can or devote greater resources to the development, promotion and sale of products than we can. Current and potential competitors may establish cooperative relationships among themselves or with third parties, including through mergers or acquisitions, to increase the ability of their products to address the needs of customers. If these interactive display competitors or other substitute or alternative technology competitors acquire significantly increased market share, it could have a material adverse effect on our business, financial condition or results of operations.

 

If we are unable to continually enhance our products and to develop, introduce and sell new technologies and products at competitive prices and in a timely manner, our business will be harmed.

 

The market for interactive learning and collaboration solutions is still emerging and evolving. It is characterized by rapid technological change and frequent new product introductions, many of which may compete with, be considered as alternatives to or replace our interactive displays. For example, we have recently observed significant sales of tablet computers by competitors to school districts in the U.S. whose technology budgets could otherwise have been used to purchase interactive displays. Accordingly, our future success will depend upon our ability to enhance our products and to develop, introduce and sell new technologies and products offering enhanced performance and functionality at competitive prices and in a timely manner.

 

The development of new technologies and products involves time, substantial costs and risks. Our ability to successfully develop new technologies will depend in large measure on our ability to maintain a technically skilled research and development staff and to adapt to technological changes and advances in the industry. The success of new product introductions depends on a number of factors, including timely and successful product development, market acceptance, the effective management of purchase commitments and inventory levels in line with anticipated product demand, the availability of components in appropriate quantities and costs to meet anticipated demand, the risk that new products may have quality or other defects and our ability to manage distribution and production issues related to new product introductions. If we are unsuccessful in selling the new products that we develop and introduce, or any future products that we may develop, we may carry obsolete inventory and have reduced available working capital for the development of other new technologies and products.

 

If we are unable, for any reason, to enhance, develop, introduce and sell new products in a timely manner, or at all, in response to changing market conditions or customer requirements or otherwise, our business will be harmed.

 

We may not be successful in our strategy to increase sales in the business and government market.

 

The majority of our revenue has been derived from sales to the education market. Our business strategy contemplates expanding our sales in both the education market, as well as to the business and government training sectors. However, to date, there has not been widespread adoption of interactive displays and collaboration solutions in the business and government market, and these solutions may fail to achieve wide acceptance in this market. Successful expansion into the business and government markets will require us to augment and develop new distribution and reseller relationships, and we may not be successful in developing those relationships. In addition, widespread acceptance of our interactive solutions may not occur due to lack of familiarity with how our products work, the perception that our products are difficult to use and a lack of appreciation of the contribution they can make in the business and government markets. In addition, the Boxlight Group’s brand is less recognized in these markets as compared to the education market. A key part of our strategy to grow in the business and government market is to develop strategic alliances with companies in the unified communications and collaboration sector, and there can be no assurance that these alliances will help us to successfully grow our sales in this market.

 

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Furthermore, our ability to successfully grow in the business and government market depends upon revenue and cash flows derived from sales to the education market. As the education market represents a significant portion of our revenue and cash flow, we utilize cash from sales in the education market for our operating expenses. If we cannot continue to augment and develop new distributor and reseller relationships, market our brand, develop strategic alliances and innovate new technologies, which results in decreased revenue from the education market, we may not be successful in our strategy to grow in the business and government market.

 

As a result of market saturation, our future sales of interactive displays in developed markets may slow or decrease.

 

Futuresource Consulting Ltd. estimates that, as of December 31, 2012, approximately 47% of classrooms in the U.S., 85% of classrooms in the U.K., and 53% of classrooms in Australia already had an interactive display. As a result of the high levels of penetration in developed markets, the education market for interactive displays in the U.S., U.K. and Australia may have reached saturation levels. Future sales growth in those markets and other developed markets with similar penetration levels may, as a result, be difficult to achieve, and our sales of interactive displays may decline in those countries. If we are unable to replace the revenue and earnings we have historically derived from sales of interactive displays to the education market in these developed markets, whether through sales of additional products, sales in other underserved markets, such as Africa, Latin America and Asia, sales in the business and government market or otherwise, our business, financial condition and results of operations may be materially adversely affected.

 

We face significant challenges growing our sales in foreign markets.

 

For our products to gain broad acceptance in all markets, we may need to develop customized solutions specifically designed for each country in which we seek to grow our sales and to sell those solutions at prices that are competitive in that country. For example, while our hardware requires only minimal modification to be usable in other countries, our software and content require significant customization and modification to adapt to the needs of foreign customers. Specifically, our software will need to be adapted to work in a user-friendly way in several languages and alphabets, and content that fits the specific needs of foreign customers (such as, for example, classroom lessons adapted to specific foreign curricula) will need to be developed. If we are not able to develop, or choose not to support, customized products and solutions for use in a particular country, we may be unable to compete successfully in that country and our sales growth in that country will be adversely affected. We cannot assure you that we will be able to successfully develop or choose to support customized solutions for each foreign country in which we seek to grow our sales or that our solutions, if developed, will be competitive in the relevant country.

 

Growth in many foreign countries will require us to price our products competitively in those countries. In certain developing countries, we have been and may continue to be required to sell our products at prices significantly below those that we are currently charging in developed countries. Such pricing pressures could reduce our gross margins and adversely affect our revenue.

 

Our customers’ experience with our products will be directly affected by the availability and quality of our customers’ Internet access. We are unable to control broadband penetration rates, and, to the extent that broadband growth in emerging markets slows, our growth in international markets could be hindered.

 

In addition, we will face lengthy and unpredictable sales cycles in foreign markets, particularly in countries with centralized decision making. In these countries, particularly in connection with significant technology product purchases, we have experienced recurrent requests for proposals, significant delays in the decision making process and, in some cases, indefinite deferrals of purchases or cancellations of requests for proposals. If we are unable to overcome these challenges, the growth of our sales in these markets would be adversely affected, and we may incur unrecovered marketing costs, impairing our profitability.

 

Our suppliers may not be able to always supply components or products to us on a timely basis and on favorable terms, and as a result, our dependency on third party suppliers has adversely affected our revenue and may continue to do so.

 

We do not manufacture any of the products we sell and distribute, and therefore rely on our suppliers for all products and components and depend on obtaining adequate supplies of quality components on a timely basis with favorable terms. Some of those components, as well as certain complete products that we sell are provided to us by only one supplier or contract manufacturer. We are subject to disruptions in our operations if our sole or limited supply contract manufacturers decrease or stop production of components and products, or if such suppliers and contract manufacturers do not produce components and products of sufficient quantity. Alternative sources for our components are not always available. Many of our products and components are manufactured overseas, so they have long lead times, and events such as local disruptions, natural disasters or political conflict may cause unexpected interruptions to the supply of our products or components. In addition, we do not have written supply agreements with our suppliers. Although we are endeavoring to enter into written agreements with certain of our suppliers, we cannot assure that our efforts will be successful.

 

For the year ended December 31, 2016, we purchased approximately 30% of our products and components from Everest Display, Inc. Although such supplier has indicated a willingness to provide us with a 10% price reduction on items we purchase from them in the future, there can be no assurance that such price reduction will, in fact, be implemented, or that such price reduction will materially improve our gross profit margin on such products and components that we sell. Even if such 10% price reduction is implemented, such supplier may elect to raise its prevailing unit prices on products we purchase which would have the effect of reducing or even eliminating the anticipated improvement in our gross profit margin.

 

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We rely on highly skilled personnel, and, if we are unable to attract, retain or motivate qualified personnel, we may not be able to operate our business effectively.

 

Our success depends in large part on continued employment of senior management and key personnel who can effectively operate our business, as well as our ability to attract and retain skilled employees. Competition for highly skilled management, technical, research and development and other employees is intense in the high-technology industry and we may not be able to attract or retain highly qualified personnel in the future. In making employment decisions, particularly in the high-technology industry, job candidates often consider the value of the equity awards they would receive in connection with their employment. Our long-term incentive programs may not be attractive enough or perform sufficiently to attract or retain qualified personnel.

 

If any of our employees leaves us, and we fail to effectively manage a transition to new personnel, or if we fail to attract and retain qualified and experienced professionals on acceptable terms, our business, financial condition and results of operations could be adversely affected.

 

Our success also depends on our having highly trained financial, technical, recruiting, sales and marketing personnel. We will need to continue to hire additional personnel as our business grows. A shortage in the number of people with these skills or our failure to attract them to our company could impede our ability to increase revenues from our existing products and services, ensure full compliance with federal and state regulations, or launch new product offerings and would have an adverse effect on our business and financial results.

 

We may have difficulty in entering into and maintaining strategic alliances with third parties.

 

We have entered into and we may continue to enter into strategic alliances with third parties to gain access to new and innovative technologies and markets. These parties are often large, established companies. Negotiating and performing under these arrangements involves significant time and expense, and we may not have sufficient resources to devote to our strategic alliances, particularly those with companies that have significantly greater financial and other resources than we do. The anticipated benefits of these arrangements may never materialize, and performing under these arrangements may adversely affect our results of operations.

 

We use resellers and distributors to promote and sell our products.

 

Substantially all our sales are made through resellers and distributors. Industry and economic conditions have the potential to weaken the financial position of our resellers and distributors. Such resellers and distributors may no longer sell our products, or may reduce efforts to sell our products, which could materially adversely affect our business, financial condition and results of operations. Furthermore, if our resellers’ and distributors’ abilities to repay their credit obligations were to deteriorate and result in the write-down or write-off of such receivables, it would negatively affect our operating results and, if significant, could materially adversely affect our business, financial condition and results of operations.

 

In addition, our resellers and most of our distributors are not contractually required to sell our products exclusively and may offer competing interactive display products, and therefore we depend on our ability to establish and develop new relationships and to build on existing relationships with resellers and distributors. We cannot assure that our resellers and distributors will act in a manner that will promote the success of our products. Factors that are largely within the control of those resellers and distributors but are important to the success of our products include:

 

  the degree to which our resellers and distributors actively promote our products;
     
  the extent to which our resellers and distributors offer and promote competitive products; and
     
  the quality of installation, training and other support services offered by our resellers and distributors.

 

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In addition, if some of our competitors offer their products to resellers and distributors on more favorable terms or have more products available to meet their needs, there may be pressure on us to reduce the price of our products, or those resellers and distributors may stop carrying our products or de-emphasize the sale of our products in favor of the products of these competitors. If we do not maintain and continue to build relationships with resellers and distributors our business will be harmed.

 

A former affiliate is in liquidation.

 

In April 2013, Vert Capital, acquired through LCC – Delaware, all of the outstanding shares of Logical Choice Technologies, Inc., a Georgia corporation (“LCT”). LCT is in liquidation, and all of its creditors may not be paid. Although LCT’s liabilities are solely its own, LCT creditors may claim that they are owed money by our Company. The aggregate obligations owed by LCT consist of approximately $4.0 million in accounts payable owed to certain former suppliers to LCT. Substantially all of these accounts payable were incurred by LCT prior to Vert’s acquisition of LCT in April 2013, and neither Vert Capital nor BOXL assumed or otherwise agreed to guarantee any of these accounts payable. However, creditors may nonetheless seek to collect from BOXL or its subsidiaries by alleging that we are successors in interest to LCT and therefore obligated for its debts. Although, we believe that any such claim, if made, would have no merit, or, at most, limited exposure to BOXL, defending such a claim would divert resources that otherwise would be used in our business.

 

If we are held liable for such amounts owed by LCC- Delaware, payment of such amounts would be made from working capital, which may have an adverse effect on our financial condition.

 

In addition, the inactive status of LCC-Delaware will not have any impact on the liquidation of LCT. However, if we were held liable for amounts owed by LCC- Delaware, payment of such amounts could have an adverse impact on our financial condition.

 

Risks Related to our Industry and Regulations

 

Decreases in, or stagnation of, spending or changes in the spending policies or budget priorities for government funding of schools, colleges, universities, other education providers or government agencies may have a material adverse effect on our revenue.

 

Our customers include primary and secondary schools, colleges, universities, other education providers. and, to a lesser extent, government agencies, each of which depends heavily on government funding. The effect of the worldwide recession of 2008 and subsequent sovereign debt and global financial crisis have resulted in substantial declines in the revenues and fiscal capacity of many national, federal, state, provincial and local governments. Many of those governments have reacted to the decreases in revenues and could continue to react to the decreases in revenue by cutting funding to educational institutions. If our products are not a high priority expenditure for such institutions, or if such institutions allocate expenditures to substitute or alternative technologies, we could lose revenue.

 

Any additional decrease in, stagnation of or adverse change in national, federal, state, provincial or local funding for primary and secondary schools, colleges, universities, or other education providers or for government agencies that use our products could cause our current and prospective customers to further reduce their purchases of our products, which could cause us to lose additional revenue. In addition, a specific reduction in governmental funding support for products such as ours could also cause us to lose revenue.

 

If our products fail to comply with consumer product or environmental laws, it could materially affect our financial performance.

 

Because we sell products used by children in classrooms and because our products are subject to environmental regulations in some jurisdictions in which we will do business, we will be required to comply with a variety of product safety, product testing and environmental regulations, including compliance with applicable laws and standards with respect to lead content and other child safety and environmental issues. If our products do not meet applicable safety or regulatory standards, we could experience lost sales, diverted resources and increased costs, which could have a material adverse effect on our financial condition and results of operations. Events that give rise to actual, potential or perceived product safety or environmental concerns could expose us to government enforcement action or private litigation and result in product recalls and other liabilities. In addition, negative consumer perceptions regarding the safety of our products could cause negative publicity and harm our reputation.

 

Risks Related to our Foreign Operations

 

We are subject to risks inherent in foreign operations.

 

Sales outside the United States represented approximately 7% and 15% of our combined revenues for the years ended December 31, 2016 and 2015, respectively, (on a pro forma basis and assuming the acquisitions of Mimio, the Boxlight Group and Genesis were completed on January 1, 2015). We intend to selectively pursue international market growth opportunities, which could result in those international sales accounting for a more significant portion of our revenue. We have committed, and may continue to commit, significant resources to our international operations and sales and marketing activities. While we have experience conducting business outside of the United States, we may not be aware of all the factors that may affect our business in foreign jurisdictions.

 

We are subject to a number of risks associated with international business activities that may increase costs, lengthen sales cycles and require significant management attention. International operations carry certain risks and associated costs, such as the complexities and expense of administering a business abroad, complications in compliance with, and unexpected changes in regulatory requirements, foreign laws, international import and export legislation, trading and investment policies, exchange controls, tariffs and other trade barriers, difficulties in collecting accounts receivable, potential adverse tax consequences, uncertainties of laws, difficulties in protecting, maintaining or enforcing intellectual property rights, difficulty in managing a geographically dispersed workforce in compliance with diverse local laws and customs, and other factors, depending upon the country involved. Moreover, local laws and customs in many countries differ significantly and compliance with the laws of multiple jurisdictions can be complex, difficult and costly. We cannot assure that risks inherent in our foreign operations will not have a material adverse effect on our business.

 

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We must comply with the Foreign Corrupt Practices Act.

 

We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies from engaging in bribery of or other prohibited payments to foreign officials for the purpose of obtaining or retaining business and requires that we maintain adequate financial records and internal controls to prevent such prohibited payments. Foreign companies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices may occur in countries where we do business. If our competitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new business, which would put us at a disadvantage. Although we inform our personnel that such practices are illegal, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties.

 

Our worldwide operations will subject us to income taxation in many jurisdictions, and we must exercise significant judgment to determine our worldwide financial provision for income taxes. That determination ultimately is an estimate, and, accordingly, we cannot assure that our historical income tax provisions and accruals will be adequate.

 

We are subject to income taxation in the United States and numerous other jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our tax estimates are reasonable, we cannot assure that the final determination of any tax audits and litigation will not be materially different from that which is reflected in our historical income tax provisions and accruals. Should additional taxes be assessed against us as a result of an audit or litigation, there could be a material adverse effect on our current and future results and financial condition.

 

Certain of our subsidiaries provide products to, and may from time to time undertake certain significant transactions with, us and our other subsidiaries in different jurisdictions. In general, cross border transactions between related parties and, in particular, related party financing transactions, are subject to close review by tax authorities. Moreover, several jurisdictions in which we will operate have tax laws with detailed transfer pricing rules that require all transactions with nonresident related parties to be priced using arm’s-length pricing principles and require the existence of contemporaneous documentation to support such pricing. A tax authority in one or more jurisdictions could challenge the validity of our related party transfer pricing policies. Because such a challenge generally involves a complex area of taxation and because a significant degree of judgment by management is required to be exercised in setting related party transfer pricing policies, the resolution of such challenges often results in adjustments in favor of the taxing authority. If in the future any taxation authorities are successful in challenging our financing or transfer pricing policies, our income tax expense may be adversely affected and we could become subject to interest and penalty charges, which may harm our business, financial condition and operating results.

 

If we are unable to ship and transport components and final products efficiently and economically across long distances and borders our business would be harmed.

 

We transport significant volumes of components and finished products across long distances and international borders. Any increases in our transportation costs, as a result of increases in the price of oil or otherwise, would increase our costs and the final prices of our products to our customers. In addition, any increases in customs or tariffs, as a result of changes to existing trade agreements between countries or otherwise, could increase our costs or the final cost of our products to our customers or decrease our margins. Such increases could harm our competitive position and could have a material adverse effect on our business. The laws governing customs and tariffs in many countries are complex, subject to many interpretations and often include substantial penalties for non-compliance. Disputes may arise and could subject us to material liabilities and have a material adverse effect on our business.

 

If our procedures to ensure compliance with export control laws are ineffective, our business could be harmed.

 

Our extensive foreign operations and sales are subject to far reaching and complex export control laws and regulations in the United States and elsewhere. Violations of those laws and regulations could have material negative consequences for us including large fines, criminal sanctions, prohibitions on participating in certain transactions and government contracts, sanctions on other companies if they continue to do business with us and adverse publicity.

 

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We will be exposed to fluctuations in foreign currencies that may materially adversely affect our results of operations.

 

Our reporting currency is the U.S. dollar. Boxlight Latin America uses the Peso as functional currencies to report revenue and expenses. We will be exposed to foreign exchange rate fluctuations when we translate the financial statements of the Boxlight Group into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the translation of the Boxlight Group’s financial statements into U.S. dollars will lead to a translation gain or loss which is recorded as a component of other comprehensive income. In addition, we may have certain monetary assets and liabilities that are denominated in currencies other than the relevant entity’s functional currency. To the extent the U.S. dollar strengthens against the Pesos, the translation of foreign currency denominated transactions will result in reduced revenue, operating expenses and net income for our Mexican operations. Similarly, to the extent the U.S. dollar weakens against the Pesos, the translation of the foreign currency denominated transactions will result in increased revenue, operating expenses and net income for our Mexican operations. We have not entered into agreements or purchased instruments to hedge our exchange rate risks, although we may do so in the future. The availability and effectiveness of any hedging transaction may be limited, and we may not be able to successfully hedge our exchange rate risks.

 

We monitor our foreign exchange exposures, and these activities mitigate, but do not eliminate, our exposure to exchange rate fluctuations. As a result, exchange rate fluctuations may materially adversely affect our operating results in future periods.

 

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Risks Related to Our Intellectual Property and Technology

 

Defects in our products can be difficult to detect before shipment. If defects occur, they could have a material adverse effect on our business.

 

Mimio products are highly complex and sophisticated and, from time to time, have contained and may continue to contain design defects or software “bugs” or failures that are difficult to detect and correct in advance of shipping.

 

The occurrence of errors and defects in our products could result in loss of, or delay in, market acceptance of our products, including harm to our brand, and correcting such errors and failures in our products could require significant expenditure of capital by us. In addition, we are rapidly developing and introducing new products, and new products may have higher rates of errors and defects than our established products. The Boxlight Group has historically provided product warranties for between one and five years, and the failure of our products to operate as described could give rise to warranty claims. The consequences of such errors, failures and other defects and claims could have a material adverse effect on our business, financial condition, results of operations and our reputation.

 

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We may not be able to obtain patents or other intellectual property rights necessary to protect our proprietary technology and business.

 

Our commercial success depends to a significant degree upon our ability to develop new or improved technologies and products, and to obtain patents or other intellectual property rights or statutory protection for these technologies and products in the United States and other countries. We will seek to patent concepts, components, processes, designs and methods, and other inventions and technologies that we consider to have commercial value or that will likely give us a technological advantage. Mimio and the Boxlight Group own rights in patents and patent applications for technologies relating to interactive displays and other complementary products in the United States and other countries such as Germany, Mexico, Israel, Japan, Taiwan and China. Despite devoting resources to the research and development of proprietary technology, we may not be able to develop technology that is patentable or protectable. Patents may not be issued in connection with pending patent applications, and claims allowed may not be sufficient to allow them to use the inventions that they create exclusively. Furthermore, any patents issued could be challenged, re-examined, held invalid or unenforceable or circumvented and may not provide sufficient protection or a competitive advantage. In addition, despite efforts to protect and maintain patents, competitors and other third parties may be able to design around their patents or develop products similar to Mimio and Boxlight Group products that are not within the scope of their patents. Finally, patents provide certain statutory protection only for a limited period of time that varies depending on the jurisdiction and type of patent. The statutory protection term of certain of the Mimio and Boxlight Group’s material patents may expire soon and, thereafter, the underlying technology of such patents can be used by any third party including competitors.

 

Prosecution and protection of the rights sought in patent applications and patents can be costly and uncertain, often involve complex legal and factual issues and consume significant time and resources. In addition, the breadth of claims allowed in our patents, their enforceability and our ability to protect and maintain them cannot be predicted with any certainty. The laws of certain countries may not protect intellectual property rights to the same extent as the laws of the United States. Even if our patents are held to be valid and enforceable in a certain jurisdiction, any legal proceedings that we may initiate against third parties to enforce such patents will likely be expensive, take significant time and divert management’s attention from other business matters. We cannot assure that any of the issued patents or pending patent applications of Mimio and the Boxlight Group provide any protectable, maintainable or enforceable rights or competitive advantages to us.

 

In addition to patents, we will rely on a combination of copyrights, trademarks, trade secrets and other related laws and confidentiality procedures and contractual provisions to protect, maintain and enforce our proprietary technology and intellectual property rights in the United States, Mexico, Australia, Malaysia, Canada, Turkey and China. However, our ability to protect our brands by registering certain trademarks may be limited. In addition, while we will generally enter into confidentiality and nondisclosure agreements with our employees, consultants, contract manufacturers, distributors and resellers and with others to attempt to limit access to and distribution of our proprietary and confidential information, it is possible that:

 

  misappropriation of our proprietary and confidential information, including technology, will nevertheless occur;
     
  our confidentiality agreements will not be honored or may be rendered unenforceable;
     
  third parties will independently develop equivalent, superior or competitive technology or products;
     
  disputes will arise with our current or future strategic licensees, customers or others concerning the ownership, validity, enforceability, use, patentability or registrability of intellectual property; or
     
  unauthorized disclosure of our know-how, trade secrets or other proprietary or confidential information will occur.

 

We cannot assure that we will be successful in protecting, maintaining or enforcing our intellectual property rights. If we are unsuccessful in protecting, maintaining or enforcing our intellectual property rights, then our business, operating results and financial condition could be materially adversely affected, which could

 

  adversely affect our relationships with current or future distributors and resellers of our products;
     
  adversely affect our reputation with customers;
     
  be time-consuming and expensive to evaluate and defend;
     
  cause product shipment delays or stoppages;
     
  divert management’s attention and resources;
     
  subject us to significant liabilities and damages;
     
  require us to enter into royalty or licensing agreements; or
     
  require us to cease certain activities, including the sale of products.

 

If it is determined that we have infringed, violated or are infringing or violating a patent or other intellectual property right of any other person or if we are found liable in respect of any other related claim, then, in addition to being liable for potentially substantial damages, we may be prohibited from developing, using, distributing, selling or commercializing certain of our technologies and products unless we obtain a license from the holder of the patent or other intellectual property right. We cannot assure that we will be able to obtain any such license on a timely basis or on commercially favorable terms, or that any such licenses will be available, or that workarounds will be feasible and cost-efficient. If we do not obtain such a license or find a cost-efficient workaround, our business, operating results and financial condition could be materially adversely affected and we could be required to cease related business operations in some markets and restructure our business to focus on our continuing operations in other markets.

 

Our business may suffer if it is alleged or determined that our technology or another aspect of our business infringes the intellectual property of others.

 

The markets in which we will compete are characterized by the existence of a large number of patents and trade secrets and also by litigation based on allegations of infringement or other violations of intellectual property rights. Moreover, in recent years, individuals and groups have purchased patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. Also, third parties may make infringement claims against us that relate to technology developed and owned by one of our suppliers for which our suppliers may or may not indemnify us. Even if we are indemnified against such costs, the indemnifying party may be unable to uphold its contractual obligations, and determining the extent such of such obligations could require additional litigation. Claims of intellectual property infringement against us or our suppliers might require us to redesign our products, enter into costly settlements or license agreements, pay costly damage awards or face a temporary or permanent injunction prohibiting us from marketing or selling our products or services. If we cannot or do not license the infringed intellectual property on reasonable terms or at all, or substitute similar intellectual property from another source, our revenue and operating results could be adversely impacted. Additionally, our customers and distributors may not purchase our offerings if they are concerned that they may infringe third party intellectual property rights. Responding to such claims, regardless of their merit, can be time consuming, costly to defend in litigation, divert management’s attention and resources, damage our reputation and cause us to incur significant expenses. The occurrence of any of these events may have a material adverse effect on our business, financial condition and operating results.

 

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If we are unable to anticipate consumer preferences and successfully develop attractive products, we might not be able to maintain or increase our revenue or achieve profitability

 

Our success depends on our ability to identify and originate product trends as well as to anticipate and react to change demands and preferences of customers in a timely manner. If we are unable to introduce new products or technologies in a timely manner or our new products or technologies are not accepted by our customers, our competitors may introduce more attractive products which would adversely impact our competitive position. Failure to respond in a timely manner to changing consumer preferences could lead to, among other things, lower revenues and excess inventory positions of outdated products.

 

We may be unable to keep pace with changes in technology as our business and market strategy evolves.

 

We will need to respond to technological advances and emerging industry standards in a cost-effective and timely manner in order to remain competitive. The need to respond to technological changes may require us to make substantial, unanticipated expenditures. There can be no assurance that we will be able to respond successfully to technological change.

 

Risks Related to This Offering and Our Class A Common Stock

 

Our management and/or controlling stockholders do not have any prior experience conducting a best-effort offering nor any type of offering and as a result of this we may not be able to raise sufficient funds to continue operations successfully.

 

Our management and/or controlling shareholders do not have any experience conducting a best-effort offering nor any type of offering. Consequently, we may not be able to raise any funds successfully. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially adversely affected. Our inability to successfully conduct a best-effort offering could be the basis of your losing your entire investment in us.

 

The offering price and other terms of this offering have been arbitrarily determined and may not be indicative of future market prices.

 

The offering price was not established in a competitive market, but was arbitrarily determined by us. The offering price bears no relationship to our assets, book value, historical results of operations or any other established criterion of value, and may not be indicative of the fair value of our Class A common stock. The trading price of the Class A common stock that will prevail in the market in the future may be higher or lower than the price per share the investors pay in the offering.

 

The public market may not agree with the determination of the offering price, in which case investors may not be able to sell their shares at or above the offering price, thereby resulting in losses on sale. The market price of the Class A common stock will fluctuate significantly in response to a variety of factors, some of which are beyond our control, such as changes in earnings estimates or recommendations by securities analysts, industry developments and general market conditions and other factors, including factors unrelated to our own operating performance or the condition or prospects of the industry in which we operate.

 

Further, the stock market in general, and securities of small-cap companies in particular, have experienced extreme price and volume fluctuations since 2008. Continued market fluctuations could result in volatility in the price of our Class A common stock and a decline in the value of our Class A common stock. Additionally, price volatility might be more severe if the trading volume of our Class A common stock is low.

 

There has been no public market for our Class A common stock, and an active market may not develop or be sustained, which could limit your ability to sell shares of our Class A common stock.

 

There currently is no public market for our Class A common stock, and our Class A common stock will not be traded in the open market prior to this offering. Although we intend to list the Class A common stock on a national securities exchange in connection with this offering, an adequate trading market for the Class A common stock may not develop or be sustained after this offering.

 

There can be no assurance that we will be able to list our Class A common stock on Nasdaq Capital Markets or other national securities exchange.

 

During or following completion of this offering we will seek to list our Class A common stock on the Nasdaq Capital Markets under the symbol “BOXL”. In order to list our Class A common stock we must meet the initial listing requirements under Nasdaq Rule 5505(a) and Rule 5505(b)(i). Among other requirements, we would need to have stockholders’ equity of at least $5,000,000, not less than 300 round lot holders of our Class A common stock and a minimum $15,000,000 in market value of our publicly traded shares (defined as shares held by all stockholders, other than our officers, directors and holders of 10% or more of our outstanding Class A common stock). There is no assurance that we will be able to meet such listing requirements or that our shares will trade on the Nasdaq Capital Market or any other national securities exchange.

 

If we do not list our Class A common stock on an acceptable national securities exchange our outstanding Series C Preferred Stock may not be converted into our Class A common stock.

 

Under our agreement with EDI, if our Class A common stock does not get listed on the Nasdaq Capital Market or other securities exchange acceptable to EDI, the 270,000 shares of Series B preferred stock issued to EDI and its subsidiary in connection with our July 18, 2016 acquisition of the Boxlight Group will not be automatically converted into Class A common stock. Such Series B preferred stock has a liquidation value of $5,400,000 and if not converted into our Class A common stock, will continue to have a $5,400,000 priority over holders of our Class A common stock in connection with any liquidation or sale of our Company.

 

Future sales of our Class A common stock could adversely affect our share price, and any additional capital raised by us through the sale of equity or convertible debt securities may dilute your ownership in us and may adversely affect the market price of our Class A common stock.

 

Assuming the sale of all 1,000,000 shares of Class A common stock offered hereby, we believe that our existing working capital, expected cash flow from operations and other available cash resources will enable us to meet our working capital requirements for at least the next 12 months. However, the development and marketing of new products and the expansion of distribution channels require a significant commitment of resources. From time to time, we may seek additional equity or debt financing to finance working capital requirements, continue our expansion, develop new products or make acquisitions or other investments. In addition, if our business plans change, general economic, financial or political conditions in our industry change, or other circumstances arise that have a material effect on our cash flow, the anticipated cash needs of our business, as well as our conclusions as to the adequacy of our available sources of capital, could change significantly. Any of these events or circumstances could result in significant additional funding needs, requiring us to raise additional capital. If additional funds are raised through the issuance of equity shares, preferred shares or debt securities, the terms of such securities could impose restrictions on our operations and would reduce the percentage ownership of our existing stockholders. If financing is not available on satisfactory terms, or at all, we may be unable to expand our business or to develop new business at the rate desired and our results of operations may suffer.

 

The market price of our Class A common stock may be volatile, which could cause the value of your investment to fluctuate and possibly decline significantly.

 

The market price of our Class A common stock may be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws and market conditions in general could have a significant impact on the future market price of our Class A common stock. You may not be able to resell your shares at or above the current price due to a number of factors such as those listed under “Risk Factors”. Some of the factors that could negatively affect our share price or result in fluctuations in the price of our stock include:

 

  our operating and financial performance and prospects;
     
  our quarterly or annual earnings or those of other companies in our industry;

 

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  the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
     
  changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our Class A common stock or the stock of other companies in our industry;
     
  the failure of analysts to cover our Class A common stock;
     
  strategic actions by us or our competitors, such as acquisitions or restructurings;
     
  announcements by us, our competitors or our vendors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;
     
  new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
     
  changes in accounting standards, policies, guidance, interpretations or principles;
     
  announcements by third parties or governmental entities of significant claims or proceedings against us;
     
  new laws and governmental regulations, or other regulatory developments, applicable to our industry;
     
  changes in general conditions in the United States and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events;
     
  changes in government spending levels on education;
     
  changes in key personnel;
     
  sales of common stock by us, members of our management team or our stockholders;
     
  the granting or exercise of employee stock options or other equity awards;
     
  the volume of trading in our Class A common stock; and
     
  the realization of any risks described in this section under the caption “Risk Factors.”

 

Furthermore, the stock market has recently experienced volatility that, in some cases, has been unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our Class A common stock, regardless of our actual operating performance.

 

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

 

Purchasers in this offering will experience immediate and substantial dilution in net tangible book value.

 

The initial public offering price per share is expected to be substantially higher than the net tangible book value per share of our outstanding common stock. Purchasers in this offering will experience immediate dilution in the net tangible book value of their shares. Based on $7.00 per share of this prospectus, dilution per share in this offering will be $7.41 or $6.90 per share, assuming minimum and maximum offering amount is sold respectively. See “Dilution.”

 

Our Articles of Incorporation, Bylaws and Nevada law may have anti-takeover effects.

 

Our Articles of Incorporation authorizes the issuance of common stock and preferred stock. Each share of Class A common stock entitles the holder to one vote on all matters to be voted upon by stockholders, and the Class B common stock has no vote, except as required by law. In addition, our board of directors (“Board”) has the authority to issue additional shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions of those shares without any further vote or action by the stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. The ability of our Board to issue additional shares of preferred stock could make it more difficult for a third party to acquire a majority of our voting stock. Other provisions of our Bylaws also may have the effect of discouraging, delaying or preventing a merger, tender offer or proxy contest, which could have an adverse effect on the market price of our Class A common stock.

 

In addition, certain provisions of Nevada law applicable to our company could also delay or make more difficult a merger, tender offer or proxy contest involving our company, including Sections 78.411 through 78.444 of the Nevada Revised Statutes, which prohibit a Nevada corporation from engaging in any business combination with any “interested stockholder” (as defined in the statute) for a period of two years unless certain conditions are met. In addition, our senior management is entitled to certain payments upon a change in control and certain of the stock options and restricted shares we have granted provide for the acceleration of vesting in the event of a change in control of our company. 

 

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Two trusts hold a significant percentage of our Class A common stock, and their interests may not align with the interests of our other stockholders.

 

The trustees of two family trusts have dispositive and voting power over the Class A common stock totaling approximately 30.43% of our issued and outstanding common stock on a fully diluted basis after giving effect to this offering. In addition, upon conversion of our Series B preferred stock, stockholders of EDI and other EDI affiliates, including K Laser will own approximately 9.58% of our issued and outstanding common stock on a fully diluted basis after giving effect to this offering. This significant concentration of share ownership may adversely affect the trading price of our Class A common stock because investors often perceive a disadvantage in owning shares in a company with one or several controlling stockholders. This concentration of ownership may have the effect of delaying or preventing a change in control of our company which could deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our Class A common stock. Furthermore, our directors and officers, as a group, have the ability to significantly influence or control the outcome of all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as mergers, consolidations or the sale of substantially all of our assets. Although our directors owe fiduciary duties to us and our shareholders, including the duties of loyalty, our directors that serve as directors, officers, partners or employees of companies that we do business with also owe fiduciary duties or other obligations to such other companies or to the investors in their funds. The duties owed to us could conflict with the duties such directors owe to these other companies or investors.

 

The conversion provisions and other terms of a $2,000,000 convertible note to an affiliated entity is dilutive to purchasers in this offering may adversely affect the market price of our Class A common stock.

 

In connection with the acquisition of Mimio by Boxlight Parent, we issued a $2,000,000 note payable to Mim Holdings, Inc., the former stockholder of Mimio. The note is convertible by the holder into shares of Class A common stock of Boxlight Parent at a per share conversion price equal to 55% of the initial offering price per share of BOXL common stock offered to the public under the registration statement of which this prospectus is a part. On June 28, 2017, Mim Holdings, Inc. agreed to convert the note and accrued interest at $6.30 per share at the effective date of this prospectus. Mim Holdings is owned by the Marlborough Brothers Family Trust, a trust established for the benefit of members of the families of Adam Levin and Michael Pope. Mr. Pope is the President and a member of our board of directors.

 

If fully converted into our Class A common stock, the holder would own approximately 3.49% of our outstanding shares of Class A common stock calculated based on 9,465,410 shares outstanding after this offering assuming we successfully issue 1,000,000 shares and list our Class A common stock on the Nasdaq Capital Market. In addition, the conversion and other terms of the $2,000,000 note will dilute the interests of purchasers of our Class A common stock in this offering and may ultimately depress the future market price of our Class A common stock.

 

The market for shares traded in the over-the-counter market has experienced numerous frauds and abuses which could adversely impact investors in our stock.

 

If in connection with this Offering, our Class A common stock is approved for listing on Nasdaq, and subsequently we are unable to maintain our listing on Nasdaq and we are unable to list on the NYSE, we would need to seek quotation on the QTCQB, OTCQX, otherwise upon delisting our Class A common stock would be quoted on the OTC Pink. Securities on the OTC Pink are frequent targets of fraud or market manipulation, both because of their generally low prices and because reporting requirements are less stringent than those of Nasdaq or other national stock exchanges.

 

Patterns of fraud and abuse include:

 

  · Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
     
  · Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
     
  · “Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;
     
  · Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
     
  · Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

 

Our management is aware of the abuses that have occurred historically in the penny stock market.

 

We will have broad discretion in applying a portion of the net proceeds of this offering and may not use these proceeds in ways that will enhance the market value of our Class A common stock.

 

Subject to our obligation to reduce our obligations to EDI, our management will have considerable discretion in the application of the proceeds received by us from this offering. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. We may use the net proceeds for corporate purposes that do not improve our profitability or increase our Class A common stock price.

 

We have no intention of declaring dividends in the foreseeable future.

 

The decision to pay cash dividends on our Class A common stock rests with our board of directors and will depend on our earnings, unencumbered cash, capital requirements and financial condition. We do not anticipate declaring any dividends in the foreseeable future, as we intend to use any excess cash to fund our operations. Investors in our Class A common stock should not expect to receive dividend income on their investment, and investors will be dependent on the appreciation of our Class A common stock to earn a return on their investment.

 

If securities or industry analysts do not publish research or reports about us, or if they adversely change their recommendations regarding our Class A common stock, then our stock price and trading volume could decline.

 

The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us, our industry and our market. If no analyst elects to cover us and publish research or reports about us, the market for our Class A common stock could be severely limited and our stock price could be adversely affected. In addition, if one or more analysts ceases coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. If one or more analysts who elect to cover us adversely change their recommendations regarding our Class A common stock, our stock price could decline.

 

We will incur increased costs as a result of being a publicly-traded company.

 

As a company with publicly-traded securities, we will incur additional legal, accounting and other expenses. For example, the Sarbanes-Oxley Act of 2002 (or SOX), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as well as rules promulgated by the SEC and the national securities exchange on which our Class A Common Stock will be listed require us to adopt corporate governance practices applicable to U.S. public companies. These rules and regulations will increase our legal and financial compliance costs.

 

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We may be exposed to risks relating to evaluations of controls required by Sarbanes-Oxley Act of 2002.

 

Pursuant to Sarbanes-Oxley Act of 2002, our management will be required to report on, and our independent registered public accounting firm may in the future be required to attest to, the effectiveness of our internal control over financial reporting. Although we prepare our financial statements in accordance with accounting principles generally accepted in the United States of America, our internal accounting controls may not meet all standards applicable to companies with publicly traded securities. If we fail to implement any required improvements to our disclosure controls and procedures, we may be obligated to report control deficiencies and our independent registered public accounting firm may not be able to certify the effectiveness of our internal controls over financial reporting. In either case, we could become subject to regulatory sanction or investigation. Further, these outcomes could damage investor confidence in the accuracy and reliability of our financial statements.

 

If our internal controls and accounting processes are insufficient, we may not detect in a timely manner misstatements that could occur in our financial statements in amounts that could be material.

 

As a public company, we will have to devote substantial efforts to the reporting obligations and internal controls required of a public company, which will result in substantial costs. A failure to properly meet these obligations could cause investors to lose confidence in us and have a negative impact on the market price of our shares. We expect to devote significant resources to the documentation, testing and continued improvement of our operational and financial systems for the foreseeable future. These improvements and efforts with respect to our accounting processes that we will need to continue to make may not be sufficient to ensure that we maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required, new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations in the United States or result in misstatements in our financial statements in amounts that could be material. Insufficient internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our shares and may expose us to litigation risk.

 

As a public company, we will be required to document and test our internal control procedures to satisfy the requirements of Section 404 of Sarbanes-Oxley, which requires annual management assessments of the effectiveness of our internal control over financial reporting. During the course of our testing, we may identify deficiencies which we may not be able to remediate in time to meet our deadline for compliance with Section 404. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we are unable to conclude that we have effective internal control over financial reporting, then investors could lose confidence in our reported financial information, which could have a negative effect on the trading price of our shares.

 

For as long as we are an “emerging growth company,” we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to some other public companies. 

 

As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. We are an emerging growth company until the earliest of:

 

  the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more;
     
  the last day of the fiscal year following the fifth anniversary of this offering;
     
  the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or
     
  the date on which we are deemed a “large accelerated filer” as defined under the federal securities laws.

 

For so long as we remain an “emerging growth company”, we will not be required to:

 

  have an auditor report on our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;
     
  comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis);
     
  submit certain executive compensation matters to shareholders advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; and
     
  include detailed compensation discussion and analysis in our filings under the Exchange Act and instead may provide a reduced level of disclosure concerning executive compensation.

 

In addition, the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period for complying with new or revised accounting standards. We have elected to take advantage of the extended transition period, which allows us to delay the adoption of new or revised accounting standards until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to public companies that comply with new or revised accounting standards.

 

Because of these exemptions, some investors may find our Class A common stock less attractive, which may result in a less active trading market for our Class A common stock, and our stock price may be more volatile.

 

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USE OF PROCEEDS

 

We estimate that the net proceeds from this offering, after deducting estimated offering expenses payable by us, will be approximately $1,932,000 if the Minimum Offering Amount is sold at $7.00 per share, or $6,210,000 if we are able to sell at the Maximum Offering Amount at $7.00 per share; in either event, after giving effect to the payment to the placement agent of a 7% commission on all the net proceeds from such sales, and approximately $300,000 in professional fees.

 

The following table reflects the application of such net proceeds based on the sale of the Minimum Offering Amount, 50% and 75% of the 1,000,000 shares of Class A common stock offered hereby for the account of the Company and the Maximum Offering Amount:

 

Percentage Sold   Minimum Offering Amount     50% of the Maximum Offering Amount     75% of the Maximum Offering Amount     Maximum Offering Amount  
                         
No. of Class A shares     342,857       500,000       750,000       1,000,000  
Gross proceeds   $ 2,399,999     $ 3,500,000     $ 5,250,000     $ 7,000,000  
Net proceeds (1)   $ 1,931,999     $ 2,955,000     $ 4,582,500     $ 6,210,000  
                                 
Use of Proceeds     To (a) pay any remaining obligations owed to Skyview, such as other costs and expenses related to the lawsuit, if any, and (b) the balance to purchase additional inventory and for general working capital purposes.       To (a) pay any remaining Skyview obligations, such as other costs and expenses related to the lawsuit, if any, (b) approximately $1,250,000 to purchase additional inventories; and (c) the balance for general working capital purposes.       To (a) pay any remaining Skyview obligations, such as other costs and expenses related to the lawsuit, if any, (b) approximately $1,000,000 to purchase additional inventories, (c) to, reduce other debt and pay accounts payable, including $39,166 per month payable to Loeb & Loeb under an agreement with such counsel and  (d) the balance for general working capital purposes.       To (a) pay any remaining Skyview obligations, such as other costs and expenses related to the lawsuit, if any, (b) approximately $2,000,000 to purchase additional inventories, (c) to, reduce other debt and pay accounts payable including $39,166 per month payable to Loeb & Loeb under an agreement with such counsel, and about $700,000 owed to Vert Capital (2), and the balance for general working capital purposes.  

 

  (1) Gives effect to the payment of 7% commissions to the placement agent on all sales of shares and $300,000 of counsel fees and other expenses.

 

On June 1, 2017, Boxlight Parent, Mim Holdings, VC2 Partners and Vert Capital Corp. were sued by Skyview for breach of the $1,460,508 restated note, breach of guarantees of the restated note and is now seeking to foreclose on the assets of our Mimio subsidiary. Effective as of October 2016, we transferred all of the assets of our Mimio subsidiary and associated liabilities to our Boxlight, Inc. subsidiary and recently liquidated the Mimio LLC entity. On September 6, 2017, we paid Skyview the sum of  $1,577,653.04, which included the principal balance of $1,460,507.50, plus accrued interest of $117,145.54, due and payable to Skyview under Amendment No 3 to the Membership Interest Purchase Agreement dated as of September 28, 2015, as amended on November 3, 2015, and as further amended on June 30, 2016 among Skyview and Boxlight. Although we believe that we have paid this obligation in full, Skyview may seek additional costs and penalties and as of the date hereof, we have not received a release from Skyview in connection with the pending lawsuit. See “Risk Factors” elsewhere in this prospectus.

 

DIVIDEND POLICY

 

We have never declared or paid any cash dividends on our Class A common stock, and we currently do not anticipate paying any cash dividends for the foreseeable future. Instead, we anticipate using all of our earnings, if any, for working capital, to support our operations, and to finance the growth and development of our business, including potentially the acquisition of, or investment in, businesses, technologies or products that complement our existing business. Any future determination relating to dividend policy will be made at the discretion of our Board and will depend on a number of factors, including, but not limited to, our future earnings, capital requirements, financial condition, future prospects, applicable Nevada law, which provides that dividends are only payable out of surplus or current net profits, and other factors our Board might deem relevant.

 

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CAPITALIZATION

 

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2017 on:

 

  an actual basis; and
     
 

on a proforma as adjusted basis giving effect to the sale of the Minimum Offering Amount and the Maximum Offering Amount being sold by us in this offering at $7.00 per share, and after deducting the estimated 7% underwriting discounts and commissions and estimated $300,000 offering expenses payable by us.

 

You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included elsewhere in this prospectus.

 

  June 30, 2017 (in thousands)  
    Actual     Proforma - as
adjusted
minimum
    Proforma - as
adjusted
maximum
 
                   
Cash and cash equivalents   $ 825     $ 2,757     $ 7,035  
                         
Short-term debt   $ 3,803     $ 3,803     $ 3,803  
Long-term debt   $ 4,139     $ -     $ -  
                         
Stockholders’ equity:                        
Series A convertible preferred stock, $0.0001 par value; 250,000 shares authorized, 0 actual shares and 250,000 pro forma shares     -       -       -  
Series B Convertible Preferred stock, $0.0001 par value; 1,000,000 shares authorized, 1,000,000 actual shares and 0 pro forma shares     -       -       -  
Series C Convertible Preferred stock, $0.0001 par value; 270,000 shares authorized, 270,000 actual shares and 0 pro forma shares     -       -       -  
Common stock, $0.0001 par value, 200,000,000 shares authorized, 4,859,782 actual shares and 8,808,267 and 9,465,410 shares outstanding, proforma as adjusted - minimum and proforma as adjusted - maximum, respectively.     -       1       1  
Additional paid-in capital     9,200       15,270       19,548  
Accumulated deficit     (7,864 )     (7,864     (7,864 )
Other comprehensive loss     (29 )     (29     (29 )
Total stockholders’ equity     1,307       7,378       11,656  
Total capitalization (including current maturities of long-term debt)   $ 9,249     $ 11,181     $ 15,459  

 

 

The pro forma number of shares of our Class A common stock outstanding after this offering includes:

 

  in connection with the acquisition of the Boxlight Group, 1,903,586 shares of our Class A common stock to be issued to EDI and its affiliates, upon consummation of this offering, and subject to the listing of our Class A common stock on the Nasdaq Capital Market or other securities exchange acceptable to EDI or 20.575% of our fully-diluted common stock as defined in the purchase agreement and before giving effect to this offering; and 152,286 bonus shares of Class A common stock that will be issued to senior EDI management and employees.
     
  in connection with the acquisition of Genesis, 370,040 shares of Class A common stock issued to the former members of Genesis upon conversion of their 1,000,000 shares of Series B Preferred Stock or such other number of shares as represents 4.0% of our fully-diluted common stock as defined in the purchase agreement and before giving effect to this offering.
     
  231,152 shares of our Class A common stock to be issued to our legal counsel, Loeb & Loeb LLP upon consummation of this offering as partial compensation for services rendered in relation to this initial public offering.
     
 

342,857 (Minimum Offering Amount) and 1,000,000 (Maximum Offering Amount) shares of Class A common stock being offered pursuant to this prospectus.

     
 

657,162 shares of Class A common stock issuable upon automatic conversion of the $2,000,000 EDI Note, plus shares estimated for conversion of accrued interest, and the $2,000,000 Marlborough Note, plus shares estimated for conversion of accrued interest, at a conversion price of $6.30 per share, to be consummated as of the date of this prospectus.

     
  291,402 shares of Class A common stock issuable to our Chief Executive Officer.

 

The pro forma number of shares of our Class A common stock outstanding after this offering excludes:

 

  614,061 shares of Class A common stock issuable upon exercise of options granted under the BOXL 2014 Stock Incentive Plan and 1,299,955 additional shares reserved for issuance thereunder.
     
  185,020 shares of Class B common stock issuable upon exercise of stock options granted under the BOXL option plan for the Boxlight Group employees.
     
  820,717 shares of Class A common stock issuable upon exercise of outstanding warrants with an exercise price equal to 110% of the initial per share offering price of shares offered to the public in this offering.
     
  398,406 shares of our Class A common stock issuable upon conversion of 250,000 shares of Series A preferred stock that we will offer to the holders of Series A preferred stock of LCC - Delaware. Such 250,000 shares of Series A preferred stock will automatically convert into 398,406 shares of our Class A common stock on a date which shall be one year from the date of this prospectus.

 

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DILUTION

 

Purchasers of our Class A common stock in this offering will experience an immediate dilution to the extent of the difference between the initial public offering price and the pro forma, as adjusted, net tangible book value per share immediately after this offering.

 

Our historical net tangible book value as of June 30, 2017 was ($9.4) million, or ($1.93) per share of our common stock. Our historical net tangible book value is the amount of our total tangible assets less our total liabilities. Historical net tangible book value per share represents historical net tangible book value divided by the 4,859,782 shares of our common stock outstanding as of June 30, 2017.

 

Our pro forma net tangible book value represents the amount of our total tangible assets less our total liabilities, after giving effect to (i) the automatic conversion of all outstanding shares of our Preferred B and Preferred C stock into 2,425,912 shares of Class A common stock upon the closing of this offering and when our Class A common stock is listed on Nasdaq; and (ii) the automatic conversion of the $2,000,000 EDI note, $2,000,000 Marlborough Note (excluding the conversion of the accrued interest associated with the EDI note and Marlborough Note). Pro forma net tangible book value per share represents pro forma net tangible book value divided by the total number of shares outstanding as of June 30, 2017, after giving effect to the pro forma adjustments described in (i) and (ii) above.

 

If the Minimum Offering Amount is sold, and after deducting commissions to registered broker/dealers of $168,000 and other estimated offering expenses payable by us of approximately $300,000, our pro forma as adjusted net tangible book value at June 30, 2017 would have been ($3.4) million or ($0.41) per share. This represents an immediate increase in pro forma as adjusted net tangible book value per share of $0.26 to the existing stockholders (including the Boxlight Group and Mimio stockholders) and immediate dilution of $7.41 per share in pro forma as adjusted net tangible book value per share to new investors who purchase shares in the offering. The following table illustrates this per share dilution to new investors:

 

Assumed initial public offering price per share           $ 7.00  
                 
Historical net tangible book value per share as of June 30, 2017   $ (1.93 )        
Increase in pro forma net tangible book value per share as of June 30, 2017 attributable to pro forma adjustments     1.25          
Pro forma net tangible book value per share as of June 30, 2017     (0.67 )        
Increase in pro forma net tangible book value  per share attributable to the offering     0.26          
Pro forma as adjusted net tangible book value per share, giving effect to the offering           $ (0.41 )
                 
Dilution per share to new investors           $ 7.41  

 

A $1.00 increase in the offering price of $7.00 per share of our Class A common stock would increase our net tangible book value after this offering by approximately $319,000 and dilution per share to new investors in this offering by $0.96 per share, assuming the Minimum Offering Amount remains the same. The information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of the offering determined at pricing.

 

If the Maximum Offering Amount is sold, and after deducting commissions to registered broker/dealers of $490,000, and estimated offering expenses payable by us of approximately $300,000, our pro forma as adjusted net tangible book value at June 30, 2017 would have been $852,000 or $0.10 per share. This represents an immediate increase in pro forma as adjusted net tangible book value per share of $0.77 to the existing stockholders (including the Boxlight Group and Mimio stockholders) and immediate dilution of $6.90 per share in pro forma as adjusted net tangible book value per share to new investors who purchase shares in the offering. The following table illustrates this per share dilution to new investors:

 

Assumed initial public offering price per share           $ 7.00  
                 
Historical net tangible book value per share as of June 30, 2017   $ (1.93 )        
Increase in pro forma net tangible book value per share as of June 30, 2017 attributable to pro forma adjustments     1.25          
Pro forma net tangible book value per share as of June 30, 2017     (0.67 )        
Increase in pro forma net tangible book value  per share attributable to the offering     0.77          
Pro forma as adjusted net tangible book value per share, giving effect to the offering           $ 0.10  
                 
Dilution per share to new investors           $ 6.90  

 

A $1.00 increase in the offering price of $7.00 per share of our Class A common stock would increase our net tangible book value after this offering by approximately $930,000 and dilution per share to new investors in this offering by $0.90 per share, assuming the Maximum Offering Amount remains the same. The information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of the offering determined at pricing.

 

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unaudited PRO FORMA COMBINED FINANCIAL INFORMATION

 

The following unaudited pro forma combined financial statements were prepared by applying certain pro forma adjustments to the historical financial statements of Boxlight Corporation (“BOXL”). The pro forma adjustments give effect to the following transactions (the “Transactions”):

 

  Our acquisition of Mimio LLC and Genesis
     
  Our acquisition of the shares of Boxlight, Inc. and the other members of the Boxlight Group

 

The unaudited pro forma combined statement of operations for the year ended December 31, 2016 give effect to the Transactions as if it occurred on January 1 of the period.

 

This pro forma combined financial statement includes adjustments for our acquisitions closed prior to this offering at $7.00 per share.

 

We determined that each acquisition shown involved the acquisition of a business, considering the guidance in Rule 11-01 (d) of Regulation S-X, and individually, as well as in aggregate, met the significance test of Rule 3-05 of Regulation S-X.

 

The historical financial statements of Mimio and the Boxlight Group appear elsewhere in this prospectus.

 

We have based the pro forma adjustments upon available information and certain assumptions that we believe are reasonable under the circumstances. We describe in greater detail the assumptions underlying the pro forma combined financial statements in the notes to the unaudited pro forma combined financial statements. In many cases, we based these assumptions on preliminary information and estimates. The actual adjustments to our pro forma combined financial statements will depend upon a number of factors and additional information that will be available on or after the closing date of this offering. Accordingly, the actual adjustments that will appear in our financial statements will differ from these pro forma adjustments, and those differences may be material.

 

On May 9, 2016 and April 1, 2016, Boxlight Parent acquired Genesis Collaboration LLC (“Genesis”) and Mimio, respectively. The acquisitions of Mimio and Genesis were considered transfers of businesses between entities under common control, and therefore the assets acquired and liabilities assumed were transferred at historical cost of the ultimate parent, Vert Capital Corp. (“Vert Capital”). Because the acquisitions were common control transactions in which Boxlight Parent acquired businesses, the historical financial statements of Boxlight Parent have been retrospectively adjusted to reflect the results of operations, financial position, and cash flows of Mimio and Genesis as if Boxlight Parent owned Mimio and Genesis for all periods presented from the date Mimio, Genesis and Boxlight Parent were under common control. Mimio and Genesis were acquired by Vert Capital on November 4, 2015 and October 31, 2013, respectively. As a result, the operating results of Mimio for the year ended December 31, 2016 and the period from November 4, 2015 to December 31, 2015 and the operating results of Genesis for the year ended December 31, 2016 and the year ended December 31, 2015 were added to the retroactively adjusted operating results of Boxlight Parent.

 

Effective as of October 1, 2016, we transferred all of the assets and associated liabilities of our Mimio LLC subsidiary to our Boxlight, Inc. subsidiary and voluntarily liquidated the Mimio LLC entity in April 2017. On June 14, 2017, we merged our Genesis LLC subsidiary with and into our Boxlight, Inc. subsidiary. As a result, all of our operating assets and businesses are conducted through our Boxlight, Inc. subsidiary.

 

We accounted for the acquisition of the Boxlight Group using the acquisition method of accounting for business combinations under accounting principles generally accepted in the United States of America, with BOXL being considered the acquiring entity. Under the acquisition method of accounting, the total consideration paid is allocated to an acquired company’s tangible and intangible assets, net of liabilities, based on their estimated fair values as of the acquisition date. We completed the acquisition of Boxlight Group on July 18, 2016 and have finalized the valuation of Boxlight Group.

 

These unaudited pro forma combined financial statements do not purport to represent what our results of operations or financial condition would have been had the Transactions actually occurred on the assumed dates, nor do they purport to project our results of operations or financial condition for any future period or future date. You should read these unaudited pro forma combined financial statements in conjunction with “Capitalization,” “Selected Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the historical financial statements, including the related notes thereto, appearing elsewhere in this prospectus.

 

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Boxlight Corporation

(f/k/a Logical Choice Corporation)

Unaudited Pro Forma Combined Statement of Operations

For the Year Ended December 31, 2016

 

(in thousands, except share
and per share data)
  Boxlight Group     Boxlight
Parent*
    Pro Forma
Adjustments
    Pro Forma
Combined
 
                         
Revenues   $ 6,397     $ 20,372       (1,378 )(1)   $ 25,391  
Cost of revenues     5,228       12,959       (1,378 )(1)     16,809  
Gross profit     1,169       7,413       -       8,582  
                                 
Operating expenses:                                
General and administrative     2,166       7,333       (33 )(1)(2)     9,466  
Research and development     -       1,008       -       1,008  
Depreciation and amortization     24       357       385 (3)     766  
Total operating expenses     2,190       8,698       352       11,240  
                                 
Loss from operations     (1,021 )     (1,285     (352 )     (2,658 )
                                 
Other income (expense):                                
Interest expense     (26 )     (818 )     (113 )(6)     (957 )
Other income (expense), net     (89 )     43       (33 )(1)     (79 )
Total other income (expense)     (115 )     (775 )     (146 )     (1,036 )
                                 
Loss before income taxes     (1,136 )     (2,060 )     (498 )     (3,694 )
Income tax expense     -       -       - (5)     -  
Net loss   $ (1,136 )   $ (2,060 )     (498 )   $ (3,694 )
                                 
Net loss per common share- basic and diluted           $ (0.48 )           $ (0.55 )
Weighted average number of common shares outstanding - basic and diluted             4,299,315       2,425,912 (4)     6,725,227  

 

*Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis.

 

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*Financial information has been retrospectively adjusted for the acquisitions of Mimio and Genesis.

 

 30 
   

 

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

 

(1) Basis of Presentation – The pro forma information eliminates transactions among the Boxlight Group, Mimio (for the period before Vert Capital’s acquisition of Mimio) and Boxlight Parent.

 

(2) Stock Option Expense – We account for stock-based compensation using the fair value method, which requires the measurement and recognition of compensation expense for all share-based payment awards based on their estimated fair values. This method requires companies to estimate the fair value of stock-based compensation on the date of grant using an option pricing model. We use the Black-Scholes option pricing model to measure stock-based compensation. The Black-Scholes model determines the fair value of share-based payment awards based on the fair value of the underlying common stock on the date of grant and is affected by assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the fair value of the underlying common stock, expected volatility over the term of the awards and actual and projected employee stock option exercise behaviors. The assumptions used in calculating the fair value of the stock-based awards represent management judgment. As a result, if factors change and different assumptions are used, the stock-based compensation expense could be materially different in the future. Compensation expense relating to employee stock awards is recorded on a straight-line basis.

 

Determining the fair value of stock-based awards on the grant date requires the use of estimates and assumptions, including the fair value of our Class A common stock, exercise price of the stock option, expected volatility, expected life, risk-free interest rate and dividend rate. We estimate the expected volatility of our stock options by taking the average historical volatility of a group of comparable publicly traded companies over a period equal to the expected life of the options. As a result, we used the simplified method, as provided under SAB Topic 14.D, “Share-Based Payment,” to calculate the expected term estimate based on the options’ vesting terms and contractual terms. The risk-free interest rate is the estimated average interest rate based on U.S. Treasury zero-coupon notes with terms consistent with the expected life of the awards. The expected dividend yield is zero as we do not anticipate paying any recurring cash dividends in the foreseeable future.

 

According to our share purchase agreement with the Boxlight Group, dated May 10, 2016, we may grant the employees of the Boxlight Group 10-year options to purchase 185,020 shares of our Class B common shares, which represent on an aggregate basis 2% of the fully-diluted common stock as defined by the agreement with Boxlight. The full terms of the stock option have not been determined. As a result, we did not provide an estimate of the stock-based compensation related to these options. These options vest annually in equal installments over a 4-year period commencing one year after the closing date of our acquisition of Boxlight Group.

 

(3) Amortization of Intangible Assets – We amortize intangible assets over their estimated useful lives. We based the estimated useful lives of acquired intangible assets on the amount and timing in which we expect to receive an economic benefit. We assigned these intangible assets a useful life of 10 years based upon a number of factors, including contractual agreements, consumer awareness and economic factors (including known technological advances, effects of obsolescence, demand, competition, and the period of expected future cash flow that would be associated with the intangibles) pertaining to the combined companies. We believe the level of consumer awareness of our products will contribute to the continuation of purchases stemming from the customer relationships we will obtain in these acquisitions.

 

The estimates of fair value and weighted-average useful lives could be impacted by a variety of factors including legal, regulatory, contractual, competitive, economic or other factors. Increased knowledge about these factors could result in a change to the estimated fair value of these intangible assets and/or the weighted-average useful lives from what we have assumed in these unaudited pro forma combined financial statements. In addition, the combined effect of any such changes could result in a significant increase or decrease to the related amortization expense estimates.

 

The amortization of intangible assets of our acquisitions assumes that the assets were acquired on January 1, 2016 and amortized over the period associated with the statements of operations. For the year ended December 31, 2016, the pro forma adjustments for the amortization expenses related to intangibles acquired were $385,000.

 

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(4) Weighted Average Outstanding Shares – On a pro forma basis, we consider all shares to be issued in connection with the acquisition of the Boxlight Group and Genesis transactions to have been issued and outstanding at the beginning of the periods presented. Following is a breakdown for all shares to be issued to different parties pursuant to the Transactions:

 

    For the Year Ended
December 31, 2016
Boxlight Group shareholders     2,055,872
Genesis members     370,040
Total shares to be issued     2,425,912
Boxlight Corporation’s weighted average outstanding shares     4,299,315
Proforma weighted average outstanding shares     6,725,227

 

These share amounts have been calculated based on the percentages of total fully diluted outstanding shares the party would receive as defined in the purchase agreements and based on the results of the acquisitions. Total fully diluted outstanding shares as defined by the agreement, is temporarily assumed to be 9,757,273 shares for pro forma disclosure purposes and will be updated to the final result when the offering price is set. The fully diluted outstanding shares include all shares issued and outstanding for the acquisitions and for cash, all shares issuable upon exercise of warrants and options previously granted by BOXL that would have a dilutive or anti-dilutive effect and stock options to be granted to Boxlight Group’s employees according to the purchase agreement between Boxlight Group and BOXL. The fully-diluted shares do not include 230,453 shares issued in our private placements in October 2016 and 208,206 shares issued in October 2016 to settle outstanding debt.

 

(5) We have not reflected any pro forma adjustments to reflect the tax impact of the pro forma adjustments, as we believe that the tax impact would not be material.

 

(6) Issuance of Long-term and Short-term Debt for the Acquisition of Mimio – On May 5, 2016, pursuant to a membership interest purchase agreement, dated as of April 1, 2016, Boxlight Parent acquired 100% of the membership interest in Mimio from Mim Holdings, Inc. in exchange for a 4% $2,000,000 unsecured convertible promissory note due March 31, 2019 and the assumption of a 6% $3,425,000 senior secured note of Mim Holdings due July 3, 2016 that was payable to Skyview Capital, LLC, (“Skyview”), the former equity owner of Mimio (the “Skyview Note”). For the years ended December 31, 2016, the pro forma adjustment for the interest expense related to the notes was $113,000.

 

To provide investors with additional insight and allow for a more comprehensive understanding of the information used by management in its financial and decision-making surrounding pro forma operations, we supplement our consolidated financial statements presented on a basis consistent with U.S. generally accepted accounting principles, or GAAP, with EBITDA, a non-GAAP financial measure of earnings. EBITDA represents net income before income tax expense (benefit), interest income, interest expense, depreciation and amortization. Our management uses EBITDA as a financial measure to evaluate the profitability and efficiency of our business model. We use this non-GAAP financial measure to access the strength of the underlying operations of our business. These adjustments, and the non-GAAP financial measure that is derived from them, provide supplemental information to analyze our operations between periods and over time. We find this especially useful when reviewing pro forma results of operations, which include large non-cash amortizations of intangibles assets from acquisitions. Investors should consider our non-GAAP financial measure in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.

 

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The following table contains reconciliations of net losses to EBITDA for the periods presented.

 

Reconciliation of net loss for the year ended

December 31, 2016 to EBITDA

 

(in thousands)   Boxlight
Group
    Boxlight
Parent
    Pro Forma
Adjustments
    Pro
Forma
Combined
 
Net loss   $ (1,136 )   $ (2,060 )   $ (498 )   $ (3,694 )
Depreciation and amortization     24       357       385       766  
Interest expense     26       818       113       957  
EBITDA   $ (1,086 )   $ (885 )   $ -     $ (1,971 )

 

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The following table contains reconciliations of net losses to adjusted EBITDA for the periods presented.

 

Reconciliation of net loss for the year ended

December 31, 2016 to Adjusted EBITDA

 

(in thousands)   Boxlight
Group
    Boxlight
Parent
    Pro Forma
Adjustments
    Pro
Forma Combined
 
Net income (loss)   $ (1,136 )   $ (2,060 )   $ (532 )   $ (3,694 )
Depreciation and amortization     24       357       385       766  
Interest expense     26       818       113       957  
Stock compensation expense     -       464       -       464  
Non-recurring IPO expenses     -       430       -       430  
Adjusted EBITDA   $ (1,086 )   $ 9   $ -     $ (1,077 )

 

Key business metrics

 

In addition to the measures presented in our pro forma combined financial statements, we use the following key metrics to evaluate our business, measure our performance, develop financial forecasts and make strategic decisions.

 

(in thousands)   Year ended
December 31, 2016
 
Key business metrics:        
Projectors (units shipped)     11,909  
Flat Panels (units shipped)     1,258  
Adjusted EBITDA   $ (979 )

 

Units shipped. Units shipped represents the number of individual units that are shipped during a reporting period, net of any returns. We carry a variety of projectors and other peripherals which vary by model. We monitor units shipped on a monthly basis, as it is a key indicator of revenue trends for a reporting period. We use units shipped to help optimize our fulfillment operations and shipment allocations to better maintain operating efficiencies and improve customer satisfaction.
   
Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted after excluding the impact of: provision (benefit) for income taxes, interest income, interest expense, depreciation and amortization, non-recurring IPO expense, and stock option expense. We will use Adjusted EBITDA as a key measure to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains certain forward-looking statements. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in “Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.

 

Overview

 

We are a visual display technology company that is seeking to become a world leading innovator, and integrator of interactive products for schools, as well as for business and government conferencing. We currently design, produce and distribute interactive projectors and distribute interactive LED flat panels in the education market. We also distribute science, technology, engineering and math (or “STEM”) data logging products to the educational market.

 

To date, we have generated substantially all of our revenue from the sale of our software and expanding product line of projectors, LED panels, interactive whiteboards and display devices to the educational market.

 

In addition, we have implemented a comprehensive plan to reach profitability for our business acquisitions. Highlights of this plan include:

 

  Making immediate strides to integrate products of the acquisition companies and cross train our sales reps to increase their offerings. The combination of products and cross training has already resulted in increased sales. The synergy we have found between the products of Boxlight and Mimio are adding opportunities to resellers for both companies to increase their sales.
     
  Proceeds from our raise will allow us to add additional inventory on hand to fulfill currently existing orders.
     
  Recently hired new sales reps with significant education technology sales experience in their respective territories and our current pipeline has reached a record high level.
     
  We are seeing increased demand in the US market for technology sales and have the products and infrastructure in place to handle our expected growth.

 

Acquisition Strategy and Challenges

 

Our growth strategy includes acquiring assets and technologies of companies that have products, technologies, industry specializations or geographic coverage that extend or complement our existing business. The process to undertake a potential acquisition is time-consuming and costly. We expect to expend significant resources to undertake business, financial and legal due diligence on our potential acquisition targets, and there is no guarantee that we will complete any acquisition that we pursue.

 

We believe we can achieve significant cost-savings by merging the operations of the companies we acquire and after their acquisition leverage the opportunity to reduce costs through the following methods:

 

  Staff reductions – consolidating resources, such as accounting, marketing and human resources.
     
  Economies of scale – improved purchasing power with a greater ability to negotiate prices with suppliers.
     
  Improved market reach and industry visibility – increase in customer base and entry into new markets.

 

As a result, we believe that an analysis of the historical costs and expenses of our Target Sellers prior to their acquisition will not provide guidance as to the anticipated results after acquisition. We anticipate that we will be able to achieve significant reductions in our costs of revenue and selling, general and administrative expenses from the levels currently incurred by the Target Sellers operating independently, thereby increasing our EBITDA and cash flows.

 

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Components of our Results of Operations and Financial Condition

 

Revenue

 

Our revenue is comprised of product revenue, software revenue, installation revenue and professional development revenue.

 

  Product revenue. Product revenue is derived from the sale of our interactive projectors, flat panels, peripherals and accessories, along with other third party products, directly to our customers, as well as through our network of domestic and international distributors.
     
  Installation and professional development. We receive revenue from installation and professional development that we outsource to third parties.

 

Cost of revenue

 

Our cost of revenue is comprised of the following:

 

  third-party logistics costs;
     
  costs to purchase components and finished goods directly;
     
  inbound and outbound freight costs and duties;
     
  costs associated with the repair of products under warranty; and
     
  write-downs of inventory carrying value to adjust for excess and obsolete inventory and periodic physical inventory counts.

 

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We outsource some of our warehouse operations and order fulfillment and purchase products from related and third parties. Our product costs will vary directly with volume and based on the costs of underlying product components as well as the prices we are able to negotiate with our contract manufacturers. Shipping costs fluctuate with volume as well as with the method of shipping chosen in order to meet customer demand. As a global company with suppliers centered in Asia and customers located worldwide, we have used, and may in the future use, air shipping to deliver our products directly to our customers. Air shipping is more costly than sea or ground shipping or other delivery options. We primarily use air shipping to meet the demand of our products during peak seasons and new product launches.

 

Gross profit and gross profit margin

 

Our gross profit and gross profit margin have been, and may in the future be, influenced by several factors including: product, channel and geographical revenue mix; changes in product costs related to the release of projector models; component, contract manufacturing and supplier pricing and foreign currency exchange. As we primarily procure our product components and manufacture our products in Asia, our suppliers incur many costs, including labor costs, in other currencies. To the extent that exchange rates move unfavorably for our suppliers, they may seek to pass these additional costs on to us, which could have a material impact on our future average selling prices and unit costs. Gross profit and gross profit margin may fluctuate over time based on the factors described above.

 

Operating expenses

 

We classify our operating expenses into two categories: research and development and general and administrative.

 

Research and development. Research and development expense consists primarily of personnel related costs, prototype and sample costs, design costs and global product certifications mostly for wireless certifications.

 

General and administrative. General and administrative expense consists of personnel related costs, which include salaries, as well as the costs of professional services, such as accounting and legal, facilities, information technology, depreciation and amortization and other administrative expenses. We expect our general and administrative expense to increase in absolute dollars following the completion of this offering due to the anticipated growth of our business and related infrastructure as well as accounting, insurance, investor relations and other costs associated with becoming a public company. General and administrative expense may fluctuate as a percentage of revenue, notably in the second and third quarters of our fiscal year when we have historically experienced our highest levels of revenue.

 

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Other income (expense), net

 

Other income (expense), net consists of interest expense associated with our debt financing arrangements, interest income earned on our cash and foreign exchange transaction loss or gain. We do not utilize derivatives to hedge our foreign exchange risk, as we believe the risk to be immaterial to our results of operations.

 

Income tax expense

 

We are subject to income taxes in the United States and Mexico in which we do business. Mexico has statutory tax rate different from those in the United States. Additionally, certain of our international earnings are also taxable in the United States. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to U.S. income, the absorption of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities and changes in tax laws. We regularly assess the likelihood of adverse outcomes resulting from the examination of our tax returns by the U.S. Internal Revenue Service, or IRS, and other tax authorities to determine the adequacy of our income tax reserves and expense. Should actual events or results differ from our current expectations, charges or credits to our income tax expense may become necessary. Any such adjustments could have a significant impact on our results of operations.

 

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Operating Results – Boxlight Corporation (Retrospectively adjusted for the acquisitions of Mimio and Genesis)

 

For the six-month periods ended June 30, 2017 and 2016

 

Revenues. Total revenues for the six months ended June 30, 2017 were $10,178,869 as compared to $7,493,535 for the six months ended June 30, 2016. Revenues consist of product revenues, software revenues, installation and professional development. The increase was mainly due to the inclusion of Boxlight Group’s operating results for the six months ended June 30, 2017. Boxlight Group was acquired on July 18, 2016, and was not included in the six-month period ended June 30, 2016.

 

Cost of Revenues. Cost of revenues for the six months ended June 30, 2017 was $7,268,079 as compared to $4,401,256 for the six months ended June 30, 2016. Cost of revenues consist primarily of product cost, freight expenses and inventory write-downs. Cost of revenues increased because of the increase in revenues. Gross profit decreased mainly because Boxlight Group’s margin is lower than Mimio’s margin. Sales to Mimio’s customers decreased for the six months ended June 30, 2017 and Mimio’s gross margin for the six months ended June 30, 2016 was higher than usual. In addition, the Company incurred more freight fees in 2017 due to the usage of air freight shipments instead of ocean cargo in order to more quickly meet our customer’s needs.

 

General and Administrative Expenses. General and administrative expenses for the six months ended June 30, 2017 was $4,754,187 as compared to $2,651,358 for the six months ended June 30, 2016. The increase mainly resulted from the inclusion of Boxlight Group’s operating expenses for the six months ended June 30, 2017 and additional professional expenses incurred related to the initial public offering.

 

Research and Development Expenses. Research and development expenses for the six months ended June 30, 2017 was $297,552 as compared to $602,106 for the six months ended June 30, 2016. The decrease mainly resulted from lower research and development activity in 2017.

 

Other income (expense), net. Other expense for the six months ended June 30, 2017 was $234,534 as compared to $79,140 for the six months ended June 30, 2016. The increase was a result of the increase in interest expense from issuances of debt in late 2016.

 

Net loss. Net loss was $2,375,483 and $240,325 for the six months ended June 30, 2017 and 2016, respectively. The change was mainly attributable to the decrease in gross profit and the increase in operating expenses from the inclusion of Boxlight Group’s results for the six months ended June 30, 2017.

 

For the three-month periods ended June 30, 2017 and 2016

 

Revenues. Total revenues for the three months ended June 30, 2017 were $5,984,440 as compared to $4,418,186 for the three months ended June 30, 2016. Revenues consist of product revenues, software revenues, installation and professional development. The increase was mainly due to the inclusion of Boxlight Group’s operating results for the three months ended June 30, 2017. Boxlight Group was acquired on July 18, 2016, and was not included in the three-month period ended June 30, 2016.

 

Cost of Revenues. Cost of revenues for the three months ended June 30, 2017 was $4,273,396 as compared to $2,586,549 for the three months ended June 30, 2016. Cost of revenues consist primarily of product cost, freight expenses and inventory write-downs. Cost of revenues increased because of the increase in revenues. Gross profit decreased mainly because Boxlight Group’s margin is lower than Mimio’s margin. Sales to Mimio’s customers decreased for the three months ended June 30, 2017 and Mimio’s gross margin for the three months ended June 30, 2016 was higher than usual. In addition, the Company incurred more freight fees in 2017 due to the usage of air freight shipments instead of ocean cargo in order to more quickly meet our Customer’s needs.

 

General and Administrative Expenses. General and administrative expenses for the three months ended June 30, 2017 was $2,302,981 as compared to $1,219,452 for the three months ended June 30, 2016. The increase mainly resulted from the inclusion of Boxlight Group’s operating expenses for the three months ended June 30, 2017 and additional professional expenses incurred related to the initial public offering.

 

Research and Development Expenses. Research and development expenses for the three months ended June 30, 2017 was $107,107 as compared to $264,707 for the three months ended June 30, 2016. The decrease mainly resulted from lower research and development activity in 2017.

 

Other income (expense), net. Other expense for the three months ended June 30, 2017 was $115,089 as compared to $34,393 for the three months ended June 30, 2016. The increase was a result of the increase in interest expense from issuances of debt in late 2016.

 

Net Income and loss. Net loss was $814,133 for the three months ended June 30, 2017 as compared to net income of $313,085 for the three months ended June 30, 2016. The change was mainly attributable to the decrease in gross profit and the increase in operating expenses from the inclusion of Boxlight Group’s results for the three months ended June 30, 2017.

 

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For the years ended December 31, 2016 and 2015

 

Revenues. Total revenues for the year ended December 31, 2016 was $20,371,826 as compared to $3,377,280 for the year ended December 31, 2015. Revenues consists of product revenue, software revenues, installation and professional development. The increase was mainly due to the inclusion of Mimio’s and Boxlight Group’s revenues of approximately $17 million for the year ended December 31, 2016. Boxlight Group’s and Mimio’s operating results were not included in the balances for the year ended December 31, 2015 because Mimio and the Company became under common control in November 2015 and Boxlight Group was acquired by the Company on July 18, 2016.

 

Cost of Revenues. Cost of revenues for the year ended December 31, 2016 was $12,959,749 as compared to $2,276,993 for the year ended December 31, 2015. Cost of revenues consists primarily of product cost, freight expenses and inventory write-down. Cost of revenues increased because of the increase in revenues. Gross profit increased as Mimio’s products have higher gross margins.

 

General and Administrative Expense. General and administrative expense for the year ended December 31, 2016 was $7,689,898 as compared to $2,942,061 for the year ended December 31, 2015. The increase mainly resulted from the inclusion of approximately $5 million of Mimio’s and Boxlight Group’s operating expenses.

 

Research and Development Expense. Research and development expense was $1,008,433 and $208,161 for the year ended December 31, 2016 and 2015, respectively. Research and development expense primarily consists of costs associated with Mimio’s development of proprietary technology. The increase was due to the inclusion of Mimio’s research and development expenses for the full year of 2016.

 

Other income (expense), net. Other expense for the year ended December 31, 2016 was $775,729 as compared to $209,179 for the year ended December 31, 2015. The Company amended a note payable agreement that resulted in $350,000 of additional interest expense in August, which resulted in a significant increase in interest expense for the year ended December 31, 2016. Additionally, the Company issued additional notes to acquire Mimio and Boxlight Group during 2016.

 

Net loss. Net loss was $2,061,983 and $2,259,114 for the year ended December 31, 2016 and 2015, respectively. The change was mainly attributable to the increase in gross margin for the year ended December 31, 2016.

 

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Operating Results – Mimio, LLC

 

For the years ended December 31, 2015 and 2014

 

Revenues. Total revenues for the year ended December 31, 2015 was $14,298,752 as compared to $21,841,037 for the year ended December 31, 2014. Revenue consists of product revenue and software revenue. Of the $7.5 million year over year decrease in revenue, $3.8 million resulted from reduced sales in Europe, Middle East and Africa where Mimio replaced its direct sales force with a master distributor agreement. Most of the rest resulted from a general reduction in sales in the U.S. as the company reduced its sales force.

 

Cost of Revenues. Cost of revenues was $7,183,538 and $8,769,057 for the years ended December 31, 2015 and 2014, respectively. Cost of revenues consists primarily of product cost, freight expenses and inventory write-down. Cost of revenues decreased and gross profit decreased due to the shift in product mix from high margin MimioTeach sales to the significantly lower margin Interactive Projectors and Flat Panel Displays.

 

Operating Expense. Operating expense for the year ended December 31, 2015 and 2014 was $7,543,425 and $9,338,693, respectively. The decrease of operating expense was mainly reduction in headcount in 2015 and the reductions in marketing spending.

 

Other income. Other income was $33,004 and $274,452 for the years ended December 31, 2015 and 2014, respectively. Other income mainly consisted of foreign exchange transaction gain and gain on sale of business unit. The change is mainly resulted from gain on sale of business unit of $155,000 in 2014.

 

Net income (loss). Net loss was $395,207 for the year ended December 31, 2015 and net income was $4,007,739 for the year ended December 31, 2014. The net loss was mainly due to the decrease in gross margin.

 

Operating Results – Boxlight Group

 

For the six months ended June 30, 2016 and 2015

 

Revenues. Total revenues for the six months ended June 30, 2016 was $5,766,226 as compared to $6,614,682 for the six months ended June 30, 2015. Revenues consists of product revenue, software revenue and installation. Due to a lack of liquidity and capital resources during the six month period ended June 30, 2016, Boxlight Group was unable to purchase inventories and other products from its suppliers, which resulted in reduced sales revenues for such six-month period, as compared to the six months ended June 30, 2015.

 

Cost of Revenues. Cost of revenues for the six months ended June 30, 2016 was $4,532,982 as compared to $5,396,585 for the six months ended June 30, 2015. Cost of revenues consisted primarily of product cost, labor and overhead and freight expenses. Cost of revenues decreased because of the decrease in revenues. Gross margin remained relatively consistent.

 

General and Administrative Expense. General and administrative expense for the six months ended June 30, 2016 was $1,896,734 as compared to $1,734,300 for the six months ended June 30, 2015. The increase was primarily due to the increase in payroll and marketing expenses.

 

Other income (expense), net. Other expense for the six months ended June 30, 2016 was $38,572 as compared to $17,038 for the six months ended June 30, 2015. The increase was resulted from loss on settlement of accounts payable of approximately $28,000 during the six months ended June 30, 2016.

 

Net loss. Net loss was $726,018 and $542,428 for the six months ended June 30, 2016 and 2015, respectively. The increase of net loss was mainly due to the reasons discussed above.

 

For the years ended December 31, 2015 and 2014

 

Revenues. Total revenues for the year ended December 31, 2015 was $12,074,740 as compared to $11,445,722 for the year ended December 31, 2014. Revenues consist of product revenue, software revenue and installation revenue. The increase of revenues was mainly because the Company sold more projectors in 2015.

 

Cost of Revenues. Cost of revenues was $8,745,467 and $9,572,619 for the years ended December 31, 2015 and 2014, respectively. Cost of revenues consists primarily of product cost, freight expenses and inventory write-down. Cost of revenues decrease and gross profit increased because the Company successfully negotiated with its supplier to decrease the purchase price of products.

 

General and Administrative Expense. General and administrative expense for the year ended December 31, 2015 and 2014 was $3,710,161 and $3,497,892, respectively. The increase of general and administrative expense was mainly because the Company incurred more advertisement expenses and tradeshow expenses related to the promotion of its products.

 

Other income (expense), net. Other expense was $128,536 and $105,664 for the years ended December 31, 2015 and 2014, respectively. Other expense mainly consisted of foreign exchange transaction loss and was relatively consistent during the two years.

 

Net loss. Net loss was $536,261 and $1,764,120 for the years ended December 31, 2015 and 2014, respectively. The increase of net loss was mainly due to the reasons discussed above.

 

Discussion of Effect of Seasonality on Financial Condition

 

Certain accounts on our balance sheets are subject to seasonal fluctuations. As our business and revenues grow, we expect these seasonal trends to be reduced. The bulk of our products are shipped to our educational customers prior to the beginning of the school year, usually in July, August or September. To prepare for the upcoming school year, we generally build up inventories during the second quarter of the year. Therefore, inventories tend to be at the highest levels at that point in time. In the first quarter of the year, inventories tend to decline significantly as products are delivered to customers and we do not need the same inventory levels during the first quarter. Accounts receivable balances tend to be at the highest levels in the third quarter, in which we record the highest level of sales.

 

We have been very proactive, and will continue to be proactive, in obtaining contracts during the fourth and first quarters that will help offset the seasonality of our business.

 

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Liquidity and Capital Resources

 

As of June 30, 2017, we had cash and cash equivalents of $824,572 and a working capital deficit of $5,041,609. For the six months ended June 30, 2017 and 2016, we had net cash provided by (used in) operating activities of $307,810 and ($64,063), respectively. We had no investing activities. In addition, we had net cash provided by (used in) financing activities of $84,709 and ($593,625), respectively.

 

The Company must continue to raise funds and negotiate its debt, including the AHA Note that is currently in default, to continue to meet its liquidity requirements. 

 

We financed our capital expenditures during the six months ended June 30, 2017 primarily through delaying payments on accounts payable, conversion of accounts payable to equity and the issuance of a note payable to K-Laser.

 

On January 13, 2017, the Company issued a convertible promissory note to K-Laser International Co., Ltd. in the amount of $1,000,000. The note is due on December 31, 2017 and bears interest at an annual rate of 8%, compounded monthly. The note is convertible to the Company’s common stock at $5.60 per share prior to a listing on a public exchange. If converted after a listing on a public exchange, the conversion shares shall be calculated as the average of the 7 days closing price. As of June 30, 2017, outstanding principal and accrued interest for the note were $1,000,000 and $17,973, respectively. The note is secured by all assets of the Company, subordinating to the Skyview Note. We used the proceeds for general working capital requirements.

 

In addition to our cash and banking arrangements, we had accounts receivable of $3,164,139 on June 30, 2017. Our accounts receivable provides an additional source of liquidity as cash payments are collected from customers in the normal course of business. Our accounts receivable balance fluctuates throughout the year based on the seasonality of the business.

 

Our other cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations with respect to facility leases, capital equipment leases and other operating leases. We lease all of our office facilities. We expect to make future payments on existing leases from cash generated from operations.

 

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Critical Accounting Policies and Estimates

 

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles accepted in the United States. In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

 

Our significant accounting policies are discussed in notes to each set of the financial statements. We believe that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require our most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain.

 

Revenue Recognition

 

Revenue is comprised of product sales and service revenue, net of sales returns, co-operative advertising credits, early payment discounts, and special incentive payments (SPIFF) paid to VAR sales reps. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured.

 

Revenue from product sales is derived from the sale of projectors, interactive panels and related accessories. Evidence of an arrangement consists of an order from its distributors, resellers or end users. The Company considers delivery to have occurred once title and risk of loss has been transferred.

 

Service revenue is comprised of product installation services and training services. These service revenues are normally entered into at the time products are sold. Service prices are established depending on product equipment sold and include a cost value for the estimated services to be performed based on historical experience. The Company outsources installation and training services to third parties and recognizes revenue upon completion of the services.

 

The Company evaluates the criteria outlined in FASB ASC Subtopic 605-45, Principal Agent Considerations, in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as revenue. Generally, when the Company is primarily obligated in a transaction, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenue is recorded at the gross amount. If the Company is not primarily obligated and amounts earned are determined using a fixed percentage, a fixed-payment schedule, or a combination of the two, the Company generally records the net amounts as revenue earned.

 

The Company’s standard terms and conditions of sale do not allow for product returns and it generally does not allow product returns other than under warranty. However, the Company, on a case by case basis, will grant exceptions, mostly “buyer’s remorse” where the VAR’s end user customer either did not understand what they were ordering, or determined that the product did not meet their needs. An allowance for sales returns is estimated based on an analysis of historical trends.

 

While the Company uses resellers and distributors to sell its products, the Company’s sale agreements do not contain any special pricing incentives, right of return or other post shipment obligations.

 

The Company generally provides 24 to 60 months warranty coverage on all of Mimio’s products. Mimio product’s standard warranty period is 24 months, which can be extended to 60 months upon the end user “registering” their device on-line. The Company’s warranty provides for repair or replacement of the associated products during the warranty period. The Company does not record warranty cost upon sale, and instead conducts a quarterly review of the warranty liability reserve, and based on historical cost-to-trailing- revenue history, will adjust up or down the warranty liability, with the offset to this adjustment posted to cost of revenue.

 

The Company generally provides 36 to 60 months warranty coverage on all of Boxlight Group’s products except when sold through a “Premier Education Partner” or sold to schools where the Company provides a 48 to 60 months warranty. Boxlight Group product’s’ warranty provides for repair or replacement of the associated products during the warranty period. The Company establishes a liability for estimated product warranty costs at the time product revenue is recognized, if the liability is expected to be material. The warranty obligation is affected by product failure rates and the related use of materials, labor costs and freight incurred in correcting any product failure. Should actual product failure rates, use of materials, or other costs differ from the Company’s estimates, additional warranty liabilities could be required, which would reduce its gross profit. 

 

The Company offers sales incentives where the Company offers discounted products delivered by the Company to its resellers and distributors that are redeemable only if the resellers and distributors complete specified cumulative levels of revenue agreed to and written into their reseller and distributor agreements through an executed addendum. The resellers and distributors have to submit a request for the discounted products and cannot redeem additional discounts within 180 days from the date of the discount given on like products. The value of the award products as compared to the value of the transactions necessary to earn the award is generally insignificant in relation to the value of the transactions necessary to earn the award. The Company estimates and records the cost of the products related to the incentive as marketing expense based on analyses of historical data.

 

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Acquisition

 

The financial statements include the operations of Boxlight Group after the completion of the acquisition on July 18, 2016. We account for the acquisition of Boxlight Group using the acquisition method of accounting, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. The estimated fair values of assets acquired and liabilities assumed were determined based on management’s best estimates. Preliminary estimated fair values are subject to measurement period adjustments which represent updates made to the preliminary purchase price allocation based on revisions to valuation estimates in the interim period subsequent to the acquisition and initial accounting date up until the purchase price allocation is finalized which cannot be any later than one year from the acquisition date.

 

Common control transactions

 

Business acquired from Vert Capital are accounted for as common control transactions whereby the net assets (liabilities) acquired (assumed) are combined with the Company’s at their carrying value. Any difference between carrying value and recognized consideration is treated as a capital transaction. Cash received from the acquired entities is presented as an investing activity in our consolidated statement of cash flows.

 

Impairment of Long-Lived Assets and Goodwill

 

Intangible assets, including customer relationships and the value of agreements not to compete arising from our various acquisitions are recorded at cost less accumulated amortization and are amortized using a method which reflects the period in which the economic benefit of the related intangible assets is utilized, which has been estimated to be three years. For intangible assets subject to amortization, impairment is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair value of the intangible assets.

 

The intellectual property and customer relationships and associated contracts represent the most significant portion of the value of the purchase price for each of our acquisitions. Our largest acquisition holds intangible assets and has developed substantial technologies.

 

Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. We expect to record goodwill in connection with all of our acquisitions. With these acquisitions, goodwill will be evaluated for impairment using a two-step process that will be performed at least annually in October of each year, or whenever events or circumstances indicate that impairment may have occurred. The first step is a comparison of the fair value of an internal reporting unit with its carrying amount, including goodwill. We will integrate all acquired businesses with our core business and utilize a single technology platform, and have our chief operating decision maker, which is our Chief Executive Officer, monitor and review financial information at a consolidated level for assessing operating results and the allocation of resources. Therefore, we will have a single reporting unit. If the fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not considered impaired and the second step is unnecessary.

 

If the carrying value of the reporting unit exceeds its fair value, a second test is performed to measure the amount of impairment by comparing the carrying amount of the goodwill to a determination of the implied value of the goodwill. If the carrying amount of the goodwill is greater than the implied value, an impairment loss is recognized for the difference. The implied value of goodwill is determined as of the test date by performing a purchase price allocation, as if the reporting unit had just been acquired, using currently estimated fair values of the individual assets and liabilities of the reporting unit, together with an estimate of the fair value of the reporting unit taken as a whole. The estimate of the fair value of the reporting unit is based upon information available regarding prices of similar groups of assets, or other valuation techniques including present value techniques based upon estimates of future cash flow.

 

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Inventories

 

Inventories are stated at the lower of cost or net realizable value. Materials and spare parts inventory is primarily determined using the weighted average cost method. Finished goods is primarily determined using weighted average cost and specific identification method. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories.

 

The Company continuously reviews its inventory levels to identify slow-moving merchandise and markdowns necessary to clear slow-moving merchandise, which reduces the cost of inventories to its estimated net realizable value. Consideration is given to a number of quantitative and qualitative factors, including current pricing levels and the anticipated need for subsequent markdowns, aging of inventories, historical sales trends, and the impact of market trends and economic conditions. Estimates of markdown requirements may differ from actual results due to changes in quantity, quality and mix of products in inventory, as well as changes in consumer preferences, market and economic conditions.

 

Accounting for Stock-Based Compensation

 

We account for stock-based compensation to employees, including grants of employee stock options in accordance with ASC 718, “Stock Compensation,” which requires that share-based payments (to the extent they are compensatory) be recognized in our consolidated statements of operations based on their grant date fair values. We will recognize stock-based compensation expense on a straight-line basis over the service period of the award.

 

Emerging Growth Company

 

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Certain specified reduced reporting and other regulatory requirements that are available to public companies that are emerging growth companies.

 

These provisions include:

 

(1) an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002;
   
(2) an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;
   
(3) an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about our audit and our financial statements; and
   
(4) reduced disclosure about our executive compensation arrangements.

 

We have elected to take advantage of the exemption from the adoption of new or revised financial accounting standards until they would apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

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BUSINESS

 

Our Company

 

Boxlight Parent was incorporated in Nevada on September 18, 2014 for the purpose of becoming a technology company that sells interactive educational products.

 

Effective April 1, 2016, Boxlight Corporation acquired Mimio LLC. Mimio designs, produces and distributes the broadest range of Interactive Classroom Technology products primarily targeted at the global K-12 education market. Mimio’s core products include interactive projectors, interactive flat panel displays, interactive touch projectors, touchboards and MimioTeach, which can turn any whiteboard interactive in 30 seconds. Mimio’s product line also includes an accessory document camera, teacher pad for remote control and an assessment system. Mimio was founded on July 11, 2013 and maintains its headquarter in Boston, Massachusetts. Manufacturing is by ODM’s and OEM’s in Taiwan and China. Mimio products have been deployed in over 600,000 classrooms in dozens of countries. Mimio’s software is provided in over 30 languages.

 

Effective July 18, 2016, Boxlight Corporation acquired the Boxlight Group. The Boxlight Group sells and distributes a suite of patented, award-winning interactive projectors that offer a wide variety of features and specifications to suit the varying needs of instructors, teachers and presenters. With an interactive projector, any wall, whiteboard or other flat surface becomes interactive. A teacher, moderator or student can use the included pens or fingers as a mouse to write or draw images displayed on the surface. As with interactive whiteboards, interactive projectors accommodate multiple users simultaneously. Images that have been created through the projected interactive surface can be saved as computer files. The Boxlight Group’s new ProjectoWrite 12 series, launched in February 2016, allows the simultaneous use of up to ten simultaneous points of touch.

 

Combined, we are a leading technology company that focuses on the education and learning industry. We improve, produce and distribute products currently offered by Mimio the Boxlight Group and Genesis, including interactive projectors, 70” and 84” hi-resolution interactive LED panels, and science, technology, engineering and math (“STEM”) data logging products, and develop new products utilizing a combination of technologies of the Boxlight Group and Mimio. The combined operation will integrate significant research and development, international manufacturing capabilities, and an established global reseller network. Our goal is to become a single source, world-leading innovator, manufacturer and integrator of interactive products for schools and universities, as well as for training and instruction for business and governmental agencies.

 

Integration Strategy

 

We have already taken substantial steps towards centralizing our business management through an enterprise resource planning system currently utilized by Boxlight Inc. that offers multi-language and multi-currency. We have streamlined the process to drive front-line sales forecasting to factory production. Through the enterprise resource planning system, we have synchronized five separate accounting and customer relationship management systems through a cloud-based interface to improve inter-company information sharing and allow management at BOXL to have immediate access to snapshots of the performance of all of our subsidiaries, their financial data and live currency impact on our combined financial results.

 

Research and Development

 

Our products are designed to enhance learning experiences in schools, government and business by bringing life to lessons, using interactive educational tools. Research suggests that interactive presentation tools can positively affect student engagement, motivation, understanding and review processes and accommodate students with different learning styles, including students who have special needs. A study in 100 classrooms per year conducted by Dr. Robert Marzano, a top United States researcher in the field of education, concluded that students who had been taught using interactive whiteboards and interactive devices improved their test scores on average by 16 percentile over a two-year period.

 

Logistics and Manufacturing

 

Logistics of the Company is currently provided by our Lawrenceville, Georgia facility. Manufacturing for Mimio’s products is by ODM’s and OEM’s in Taiwan and China.

 

Sales and Marketing

 

Sales and marketing for Mimio and the Boxlight Group were combined on March 31, 2016. Our combined sales force has eleven regional account managers in the US, nine in Mexico, one Vice President of Sales and one National Sales Manager. Within nine months of this offering we intend to expand the scope of our combined sales force by adding five additional sales persons, primarily to drive sales of interactive projectors and data logging products to school districts, corporations and governmental agencies throughout the United States and Europe, and sales of all of our products in Africa, Latin America and Asia. In addition, we will utilize traditional value-added resellers through Genesis and support them to become knowledgeable of the products, vendors and suppliers of the combined entity. Our combined companies currently have approximately 800 resellers.

 

We believe that the combined operation will represent a unique vertically integrated interactive-technology company capable of developing and improving products, manufacturing and distribution, and service and support to customers.

 

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Our Markets

 

The global education industry is undergoing a significant transition, as primary and secondary school districts, colleges and universities, as well as governments, corporations and individuals around the world are increasingly recognizing the importance of using technology to more effectively provide information to educate students and other users.

 

“Smart education” denotes a range of technologies employed to enhance the delivery and administration of education across various segments such as K-12, higher education, enterprise, government and healthcare. This market is broadly segmented by four major parameters; namely, product type, application type, e-learning modes, and geography.

 

According to “All Global Market Education & Learning”, an industry publication, the market for hardware products is growing due to increases in the use of interactive white boards and simulation-based learning hardware. Education institutions have become more receptive to the implementation of hi-tech learning tools. The advent of technology in the classroom has enabled multi-modal training and varying curricula. In general, technology based tools help develop student performance when integrated with curriculum. The constant progression of technology in education has helped educators to create classroom experiences that are interactive, developed and collaborative.

 

According to market research report “Smart Education and Learning Market: Advanced Technologies, Digital Models, Adoption Trends and Worldwide Market Forecast (2012-2017),” the global smart education and learning market is expected to reach $220.0 billion by 2017 at a compounded annual growth rate (CAGR) of 20.3% from 2012 to 2017. The market for education and learning software is estimated to reach $37.2 billion, and hardware is estimated to reach $12.1 billion, by 2017. In 2011, North America accounted for about 60% of global revenue and is expected to grow at a CAGR of 15.2% from 2012 to 2017.

 

In the United States, which will be our primary market upon consummation of this offering where we will sell and distribute interactive educational products for K-12 to both public and private schools, the K-12 education sector represents one of the largest industry segments.

 

In addition to its size, the U.S. K-12 education market is highly decentralized and is characterized by complex content adoption processes. The sector is comprised of approximately 15,600 public school districts across the 50 states and 132,000 public and private elementary and secondary schools. We believe this market structure underscores the importance of scale and industry relationships and the need for broad, diverse coverage across states, districts and schools. Even while we believe certain initiatives in the education sector, such as the Common Core State Standards, a set of shared math and literacy standards benchmarked to international standards, have increased standardization in K-12 education content, we believe significant state standard specific customization still exists, and we believe the need to address customization provides an ongoing need for companies in the sector to maintain relationships with individual state and district policymakers and expertise in state-varying academic standards.

 

U.S. K-12 education has come under significant political scrutiny in recent years, due to the recognition of its importance to U.S. society at large and concern over the perceived decline in U.S. student competitiveness relative to international peers. An independent task force report published in March 2012 by the Council on Foreign Relations, a non-partisan membership organization and think tank, observed that American students rank far behind global leaders in international tests of literacy, math and science, concluding that the current state of U.S. education severely impairs the United States’ economic, military and diplomatic security as well as broader components of America’s global leadership. Also, the Executive Office of the President Council of Economic Advisors, in a report titled Unleashing the Potential of Educational Technology, stated that “many observers are concerned about declines in the relative quality of U.S. primary and secondary education, and improving performance of our schools has become a national priority.” We believe that the customization of learning programs could enhance innovative and growth strategies geared towards student performance in our nation’s schools.

 

Higher education is a large and well-established market, both in the United States and worldwide. In the United States alone, total revenue for all degree-granting postsecondary institutions was over $550 billion for the 2010-2011 academic year, according to a May 2013 report by the U.S. National Center for Education Statistics. The decade between 2000 and 2010 saw a 37% increase in enrollment in postsecondary degree granting institutions in the United States, from 15.3 million to 21.0 million, according to the U.S. Department of Education, and that number is expected to rise to 23.8 million by 2021, a further increase of 13%.

 

According to a November 2013 study by Bank of America Merrill Lynch, total global spending on the business and government e-learning market was $25.5 billion in 2012 and is expected to reach $32.1 billion by 2015 and $37.5 billion by 2017; an 8% CAGR between 2012 and 2017.

 

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Our Opportunity

 

We believe that the existing patented product portfolios of Mimio and the Boxlight Group and software and products we intend to develop either alone or in collaboration with other technology companies positions us to be a leading manufacturer and provider of interactive educational products in the global educational and learning market. We believe that increased consumer spending driven by the close connection between levels of educational attainment, evolving standards in curriculum, personal career prospects and economic growth will increase the demand for our interactive educational products. Some of the factors that we believe will impact our opportunity include:

 

Growth in U.S. K-12 Market Expenditures

 

Significant resources are being devoted to primary and secondary education, both in the United States and abroad. As set forth in the Executive Office of the President, Council of Economic Advisers report, U.S. education expenditure has been estimated at approximately $1.3 trillion, with K-12 education accounting for close to half ($625 billion) of this spending. Global spending is roughly triple U.S. spending for K-12 education.

 

While the market has historically grown above the pace of inflation, averaging 7.2% growth annually since 1969, as expenditures by school districts and educational institutions are largely dependent upon state and local funding, the recent world-wide economic recession caused many states and school districts to defer spending on educational materials, which materially and adversely affected our historical revenues as well as those of many of our competitors. However, expenditures and growth in the U.S. K-12 market for educational content and services now appears to be rebounding in the wake of the U.S. economic recovery. Although, the economic recovery has been slower than anticipated, and there is no assurance that any further improvement will be significant, nonetheless, states such as Florida, California and Texas are all scheduled to adopt interactive educational materials for certain subjects, including reading and math, by 2016.

 

The NCES forecasts that the current expenditures in the U.S. K-12 market are expected to grow to approximately $665 billion by 2022. The instructional supplies and services market, which uses the types of educational materials and services that we will offer, represents approximately 4.8% of this expected market, or approximately $32 billion of these expenditures. There is no guarantee that spending will increase by the amount forecasted and, if it does, there is no guarantee that our sales will increase accordingly.

 

International Catalysts Driving Adoption of Learning Technology

 

According to Ambient Insights 2012 Snapshot of the Worldwide and US Academic Digital Learning Market, substantial growth in revenues for e-learning products in the academic market segment are anticipated throughout the world due to several convergent catalysts, including population demographics such as significant growth in numbers of 15-17 year old students and women in education in emerging markets; government-funded education policies mandating country-wide deployment of digital learning infrastructures; large scale digitization efforts in government and academic markets; significant increases in the amount of digital learning content; migration to digital formats by major educational publishers and content providers; mass purchases of personal learning devices and strong demand for learning platforms, content and technology services; and rapid growth of part-time and fulltime online student enrollments.

 

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Rising Global Demand

 

We expect to profit from the rising global demand for technology based learning products by offering our interactive product hardware and software in the United States and expanding into foreign countries. In recent years, the global education sector has seen movement towards the adoption of interactive learning devices. As examples:

 

  In 2010, the Peruvian government spent $3.0 billion for an education technology rollout to provide all teachers and students with individual tablet computers and network infrastructure and classroom displays;
     
  In August 2011, the Russian government announced a plan to deploy tablets, “on a massive scale” in the Russian educational system, to replace printed textbooks;
     
  In October 2011, the Indian government launched its heavily subsidized school-designed tablet called Aakash; and
     
  In July 2011, the Thailand government announced that it intends to give every child in grades 1-6 a tablet starting with first grade students in the 2012 school year. The multi-year program is expected to equip over 5.0 million primary students with handheld devices.

 

Trends in Tech-Savvy Education

 

While industries from manufacturing to health care have adopted technology to improve their results, according to Stanford Business School, in its Trends in Tech-Savvy Education, the education field remains heavily reliant on “chalk and talk” instruction conducted in traditional settings; however, that is changing as schools and colleges adopt virtual classrooms, data analysis, online games, highly customized coursework, and other cutting-edge tools to help students learn.

 

Demand for Interactive Projectors is on the Rise

 

As a complete system, interactive projectors are considerably less expensive than interactive whiteboards or interactive flat panel displays, placing them at a distinct advantage in price sensitive markets. According to FutureSource, an industry publication, sales of interactive projectors are expected to grow steadily from 2014 to 2017 with a CAGR at 10.3% world-wide.

 

Additional Technologies

 

The delivery of digital education content is also driving a substantial shift in the education market. In addition to white boards, interactive projectors and interactive flat panels, other technologies are being adapted for educational uses on the Internet, mobile devices and through cloud-computing, which permits the sharing of digital files and programs among multiple computers or other devices at the same time through a virtual network. We intend to be a leader in the development and implementation of these additional technologies to create effective digital learning environments.

 

Handheld Device Adoption

 

Handheld devices, including smartphones, tablets, e-readers and digital video technologies, are now fundamental to the way students communicate. A 2010 FCC survey provides evidence that the rates of handheld use will increase dramatically. It reported that while 50% of respondents currently use handhelds for administrative purposes, 14% of schools and 24% of districts use such devices for academic or educational purposes. Furthermore, 45% of respondents plan to start using such devices for academic and educational purposes within the next 2 to 3 years. The survey stated that, “The use of digital video technologies to support curriculum is becoming increasingly popular as a way to improve student engagement.”

 

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Natural User Interfaces (NUIs)

 

Tablets and the new class of “smart TVs” are part of a growing list of other devices built with natural user interfaces that accept input in the form of taps, swipes, and other ways of touching; hand and arm motions; body movement; and increasingly, natural language. Natural user interfaces allow users to engage in virtual activities with movements similar to what they would use in the real world, manipulating content intuitively. The idea of being able to have a completely natural interaction with a device is not new, but neither has its full potential been realized. For example, medical students increasingly rely on simulators employing natural user interfaces to practice precise manipulations, such as catheter insertions, that would be far less productive if they had to try to simulate sensitive movements with a mouse and keyboard. NUIs make devices seem easier to use and more accessible, and interactions are far more intuitive, which promotes exploration and engagement. (NMC Horizon Project Technology Outlook STEM+ Education 2012-2017).

 

The Business and Government Market

 

The business and government market for interactive displays represents an attractive growth opportunity for us because of the desire of organizations to improve the quality of training, development and collaboration.

 

In meeting rooms, our solutions help achieve the following:

 

  Enhance brainstorming and collaboration by providing a real-time focal point upon which participants can share their ideas with the entire group of attendees, including those in remote locations;
     
  Add a tangible, interactive dimension to conferencing that enables attendees to visualize a situation or concept and make decisions based on that visualization;
     
  Save time and enhance productivity by enabling users to save and distribute their collective work product from a meeting without the inconsistencies and subjectivity that may result from individual note taking;
     
  Realize cost savings not only by reducing travel needs, but also by improving internal communication and team building; and
     
  Enable participants to access digital files and use applications in real time.

 

In training centers, we believe that our solutions help to enhance achievement levels with multi-modality (visual, auditory and kinesthetic) learning capabilities, improved interactivity and engagement and real time assessment and feedback. Our solutions may also help improve an enterprise’s return on investment by providing better trained employees reducing training time and getting employees back to their jobs, reduced travel expenses, improved customers service from well-trained employees and reduced employee turnover.

 

Competition

 

We are engaged in the interactive education industry. The combined operation will face substantial competition from developers, manufacturers and distributers of interactive learning products and solutions. The industry is highly competitive and characterized by frequent product introductions and rapid technological advances that have substantially increased the capabilities and use of interactive projectors and interactive whiteboards. We will face increased competition from companies with strong positions in certain markets we serve, and in new markets and regions we may enter. These companies manufacture and/or distribute new, disruptive or substitute products that compete for the pool of available funds that previously could have been spent on interactive displays and associated products. Our ability to integrate our technologies after the combination and remain innovative and develop new technologies desired by our current and potential new contract manufacturing customers will determine our ability to grow our contract manufacturing divisions.

 

Mimio’s Current Products

 

MimioStudio Interactive Instructional Software

 

MimioStudio Instructional Software enables the creation, editing, and presentation of interactive instructional lessons and activities. These can be presented and managed from the front of the classroom using any of Mimio’s display systems including MimioTeach + MimioProjector, MimioDisplay, MimioBoard Touch + MimioProjector, or MimioProjector Interactive in either pen or touch controlled versions. MimioStudio can also be operated using MimioPad as a full-featured remote control or a mobile device such as an iPad or tablet which includes a display screen that fully replicates the front-of-classroom display generated by MimioStudio. Operation with a mobile device is enabled via the three-user license for MimioMobile, see next, provided with the MimioStudio license that accompanies all front-of-classroom devices from Mimio.

 

MimioMobile Collaboration and Assessment Application

 

The introduction of MimioMobile, a software accessory for MimioStudio, in 2014 introduced a new era of fully interactive student activities that are able to be directly and immediately displayed on the front-of-classroom display through MimioStudio.

 

MimioMobile allows fully interactive activities to be pushed to student classroom devices. The students can manipulate objects within the activities, annotate “on top” of them, and even create completely new content on their own handheld devices. MimioMobile also enables assessment using the mobile devices. The teacher can create multiple choice, true\false, yes\no, and text entry assessment questions. The students can respond at their own speed and their answers are stored within MimioStudio from which the teacher can display graphs showing student results. This “continuous assessment” allows formative assessment that can help guide the teacher as to whether to re-teach the material if understanding is low or move forward in the lesson. We believe that this interactive and student dependent instructional model can dramatically enhance student outcomes.

 

Mimio Front-of-Classroom Interactive Displays

 

Mimio offers the broadest line of interactive displays, each of which provides large size displays and interactive technology that complements the capabilities of MimioStudio and MimioMobile.

 

MimioProjector Interactive Projectors

 

Mimio offers interactive projectors using lamp (the 240 and 280 series of projectors) and laser illumination technologies (newly introduced in February 2016 as the 320 and 3200 series). Each is available with pen-based interactivity using infra-red emitting pens or touch-based technology using an emitter that generates a laser field over the entire surface of an associated whiteboard.

 

The pen versions of these interactive projectors can display images as large as 130” diagonally in 16:10 aspect ratio. The touch-based versions can display images as large as 100” in the same 16:10 aspect ratio. All models support up to ten simultaneous interactions meaning multiple students can simultaneously work. The projectors come with high quality audio and appropriate wall mounting hardware.

 

MimioDisplay Interactive Flat Panel Displays

 

Mimio offers five sizes of Interactive Flat Panel Displays – 55”, 65”, 70”, 75”, and 84” measured diagonally in 16:9 HD aspect ratio. Each produces extraordinarily sharp images suitable for a range of classroom sizes.

 

MimioBoard Interactive Touch Boards

 

Mimio’s Interactive Touch Boards are available in 78” and 87” at 16:10 aspect ratio. These boards provide sophisticated interactivity with any projector because the interactivity is built into the board. Unlike many competitive products, Mimio’s touch boards are suited for use with dry erase markers. Many competitive products advise against using those because their boards stain. Mimio’s touch boards use a porcelain-on-steel surface for durability and dry erase compatibility.

 

MimioTeach Interactive Whiteboard

 

MimioTeach is the company’s best known and longest-lived product. Hundreds of thousands of MimioTeach interactive whiteboards and its predecessors are used in classrooms around the world. MimioTeach can turn any whiteboard into an interactive whiteboard in as little as 30 seconds. This portable product fits into a tote bag with room for a small desktop projector, which is attractive to teachers who move from classroom to classroom. For schools where “change is our normal,” MimioTeach eliminates the high cost of moving fixed-mount implementations 

 

Peripherals and accessories

 

MimioVote Student Assessment System

 

MimioVote is a handheld “clicker” that enables student assessment with essentially zero training. MimioVote is so simple it genuinely qualifies as intuitive, an elusive and often proclaimed attribute that is actually merited by MimioVote.

 

MimioPad wireless pen tablet

 

MimioPad is a wireless tablet used for remote control of MimioStudio running on the teacher’s Windows, Mac or Linux computer. MimioPad frees the watcher from being constrained to the front of the classroom by providing complete mobility in a lightweight, rechargeable, wireless controller.

 

MimioView document camera

 

MimioView is Mimio’s document camera that is integrated with MimioStudio to make the combination easy to use with a single cable connection that carries power, video, and control.

 

The Boxlight Group’s Current Products

 

The Boxlight Group is a global leading distributor of interactive projectors and high definition interactive LED flat panels. We believe the Boxlight Group offers the most comprehensive and integrated line of interactive display solutions, audio products, peripherals and accessories for schools and enterprises. The Boxlight Group’s products are backed by nearly 30 years of research and development, as it introduced the world’s first interactive projector in 2007 and received applied patents in 2010. the Boxlight Group focuses on developing easy-to-use solutions combining interactive displays with robust software to enhance the educational environment.

 

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Advances in technology and new options for introduction into the classroom have forced school districts to look for solutions that allow teachers and students to bring their own devices into the classroom, provide school district information technology departments with the means to access data with or without Internet access, handle the demand for video, and control cloud and data storage challenges. the Boxlight Group’s design teams are able to quickly customize products to serve the needs of clients so that existing hardware and software platforms can communicate with one another. The Boxlight Group has created plug-ins for annotative software that makes existing legacy hardware interactive and allows designs to work with or without wires. Our goal, with the acquisition of the Boxlight Group, is to become a single source solution to satisfy the needs of educators around the globe for interactive products.

 

The Boxlight Group prides itself in providing industry-leading service and support and has received numerous product awards. In 2010, the ProjectoWrite2 interactive projector received an award as one of the Top 5 Products at InfoComm, the largest audio-visual dealer and reseller tradeshow in the U.S. Shortly thereafter, Pacific Media Associates, one of two leading industry reporting companies, and CE Pro Magazine announced the ProjectoWrite 2 as their choice for Best New Product of the Year in 2010. In 2011, the Boxlight Group was an American Business Awards finalist for the Best Customer Service Department. It was a Bronze Stevie winner in the categories of Most Innovative and Fastest Growing Tech Company of the Year in 2012, and, in, 2013, the Boxlight Group received the People’s Choice Stevie Award for the ProjectoWrite 5 for Favorite Computer Hardware Product.

 

Since the Boxlight Group launched its patented interactive projectors in 2007, the Boxlight Group has sold them to public schools in the United States and in 49 other countries, as well as to the Department of Defense International Schools in approximately 3,000 classrooms in 20 countries, the Job Corp, the Library of Congress, the Center for Disease Control, the Federal Emergency Management Agency, nine foreign governments and the City of Moscow and numerous Fortune 500 companies, including Verizon, GE Healthcare, Pepsico, First Energy, ADT, Motorola, First Data and Transocean and custom built 4,000 projectors for the Israeli Defense Forces.

 

Interactive Projectors

 

The Boxlight Group’s suite of patented, award-winning interactive projectors offers a wide variety of features and specifications to suit the varying needs of instructors, teachers and presenters around the world. With an interactive projector any wall, whiteboard or other flat surface can become an interactive surface and enable computer control. A user can utilize a pen stylus or finger as a mouse or to write or draw images displayed on the screen. As with interactive whiteboards, the interactive projector accommodates multiple users simultaneously. Images that have been created through the projectors can be saved as computer files. Except for the ProjectorWrite 8, or P8, series, all the Boxlight Group interactive projects use LCD technology.

 

The ProjectoWrite 5 series provides wired interactivity and features 60 frames per second and Dual Screen Link, linking two of the Boxlight Group interactive projectors, two presenters and two screens (or one large screen) into a powerful interactive surface, allowing for Microsoft Office content, video, pictures, web page and live streaming. These projectors have built-in storage of up to 1.5 GB for on-the-go display; a USB or EZ WiFi LAN connection from the PC, Mac or mobile device to the interactive projector is required for interactivity with the projected images. The ProjectoWrite 5 interactive projector allows for a maximum of five interactive pens working simultaneously. Utilizing the Boxlight Group’s patented embedded interactive CMOS camera at 60 frames per second, response time is less than 12 ms., and accuracy is 3 pixels.

 

The ProjectoWrite 6 series is for wireless interactivity, using a wireless USB dongle with a camera speed of to 90 frames per second. The ProjectorWrite 6 provides four separate and independent interactive touch points.

 

Each of the Boxlight Group’s ProjectoWrite 5, 6 and 8 series uses a stylus or pen to emulate touch features of a tablet computer with the Boxlight Group’s driver package.

 

The new ProjectoWrite 12 series is first in the Boxlight Group’s new line of patented finger-touch interactive projectors to offer a driverless installation. With the addition of a laser module, a moderator or student can use a finger, or any solid object, to interact and control the computer at the projected image. With 10-point touch, a user can capitalize on the new touch features of Microsoft Windows 10, emulating a tablet computer. 

 

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In 2013, the Boxlight Group began delivering its ProjectoWrite 6 series interactive projectors in up to 13,000 classrooms in the Dallas Independent School District. With over 15,000 network access points and 158,000 students, the Boxlight Group needed to adapt its wireless display software to enable projectors to work over several sub-netted segments of Dallas’s network. Having its in-house developers create Dallas’s custom software platform, the Boxlight Group completed the unique software and was able to deploy in less than 30 days. the Boxlight Group included in each unit its long-lasting harsh environment filter, which allows up to 5,000 hours of maintenance-free use. In addition, the district subscribed to the Boxlight Group’s Lamps for Life program, which provides unlimited projector lamps for only the cost of round-trip shipping.

 

External Interactive Devices

 

The OutWrite interactive modules employ a patented CMOS camera with optical coating that make any standard projector interactive. The OutWrite features a preview window when connected via USB cable to allow simple setup and calibration. the Boxlight Group is developing an interactive module that supports Android devices. The OutWrite device allows for the same touch emulation with interactive pens as the ProjectoWrite 5 interactive projectors.

 

Interactive LED Flat Panels

 

The Boxlight Group’s ProColor series of interactive LED panels are available in a variety of sizes and resolutions. All include an optional computer slot for embedded Windows 10 and upcoming Android operating systems. ProColor Interactive LED panels utilize infrared blocking technology, offering 10 points of touch for simultaneous interaction of multiple users. ProColor’s built-in speakers add room filling sound to the display’s vivid colors. The interactive LED panels feature Korean glass with optical coatings that are highly scratch resistant and improve viewing angles and ambient light interference.

 

Peripherals and Accessories

 

The Boxlight Group offers a line of peripherals and accessories, including amplified speaker systems, mobile carts, installation accessories and adjustable wall-mount accessories that complement its entire line of interactive projectors, LED flat panels and standard projectors. The height and tilt adjustable DeskBoard mobile cart, which won the Best of ISTE in June 2014 for Best Hardware product, can be used as an interactive screen or interactive desktop with the ProjectoWrite 8 ultra-short throw interactive projectors.

 

Audio Solutions

 

The Boxlight Group offers its SoundLite audio solutions as an affordable and easy-to-install amplified speaker system for use with all of our projectors. The 30 watt SoundLite product is available with wireless microphone. This device produces quality stereo sound in any room.

 

Features in future SoundLite models will have a security-enabled system and IP addressable audio classroom solution allowing point-to-point address as well as a network wide area address. A panic switch on the wireless transmitters will enable live broadcast of classroom audio and simultaneously trigger predetermined alerts. This feature is designed to work over a school’s existing network infrastructure.

 

Non-Interactive projectors

 

The Boxlight Group distributes a full line of standard, non-interactive projectors. The Boston Series features embedded wireless display functions and is available in short and standard throw options. Offering brightness from 2,700 to 4,000 lumens, the Boxlight Group furnishes projectors for small classrooms to auditoriums with the Boston platform. This series is available in both XGA and WXGA resolutions to replace projectors on existing interactive whiteboards in classrooms operating on limited budgets. the Boxlight Group has designed this platform to provide easy user maintenance with side-changing lamps and filters and developed HEPA filtration systems for harsh environments.

 

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The ECO line of projectors is for schools with tight budgets. With inorganic high-contrast panels, long-life and reliability are ensured, while providing a quality and affordable product. This platform is available in short and standard throw and XGA and WXGA resolutions.

 

In the past several years, the Boxlight Group, together with strategic allies, has provided customized products that fit specific needs of customers, such as the Israeli Ministry of Defense. Working with Nextel Systems, the Boxlight Group delivered approximately 4,000 projectors, with special kitting performance, asset tagging, custom start up screens, operating defaults appropriate for harsh environments, and other unique product specifications. the Boxlight Group also met requirements that each projector contain at least 51% U.S. content and be assembled in the United States. A service center was appointed in Israel to provide warranty service and support. The US Army in connection with the Israeli Defense Forces found the Boxlight Group to be the only manufacturer able to meet the stringent requirements, leading not only to the original multi-year contract, but to extensions for favorable execution and performance.

 

Software Solutions

 

The Boxlight Group produces a “driver,” which is software that allows a computer to communicate with hardware or devices. Our driver comes in various versions depending on the model of interactive projector purchased. If used with Windows7 and above, users have the ability to toggle between ‘mouse’ and ‘touch’ mode. Mouse mode allows users to operate the mouse at the interactive screen like a traditional mouse. Touch mode will allow for up to 5 pens/users to interact on the touch screen surface. The latest TouchDriver on the ProjectorWrite 10 recognizes fingers (or nearly any other solid object) at the projection surface and will allow for up to 10 points of interactivity.

 

Our LightPen 5 software allows users to annotate in multiple colors and formats with our interactive projectors and is one of several annotation packages offered. Our SPDriver must be connected to a Boxlight Group interactive projector to function. The LightPen software defaults to overlay mode and allows the user to annotate over almost every program and image on the computer, including static images and/or full motion video. The tool bar is easily accessible and can be moved around the interactive screen for easy access and includes three default pen colors and a highlighter.

 

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Pen line thickness and color can be changed, multi-user whiteboard mode allows for up to 5 points of interaction at a time, and a multi-page feature allows for extended note-taking. With included quick tools, such as on-screen keyboard quick tool, power point presentation mode, curtain reveal, and spot light modes, presenters’ needs are met at the tip of a pen or finger.

 

To date, all of the Boxlight Group’s software solutions are included with the purchase of its interactive products. However, approximately 15% of the Boxlight Group employees are engaged in software development. Subject to completion of this offering and access to adequate liquidity, we intend to offer LightPen and other software products for sale directly to businesses and government agencies for use in learning applications and virtual remote desktop connectivity.

 

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Boxlight Group Supplier

 

At the present time, the Company and its subsidiaries do not produce or manufacture any of their products. Most of the products sold and distributed by the Boxlight Group are manufactured by and purchased from Everest Display Technologies, Inc., a Taiwan corporation (“EDI”) and its direct and indirect subsidiaries. On July 18, 2016, Boxlight Holdings Inc., a wholly-owned subsidiary of Boxlight Parent acquired 100% of the equity of the Boxlight Group from EDI, and EDI and/or its subsidiary received shares of Series C preferred stock. Such Series C preferred stock will automatically convert into 22.221% of our fully-diluted common stock as defined in the purchase agreement upon completion of this offering. As at the date of this prospectus, the Boxlight Group owes EDI and its subsidiaries approximately $3.9 million in accrued and unpaid accounts payable including our obligation to pay up to $1,500,000 out of the net proceeds of this offering. For further information, see “Prospectus Summary – Terms of Boxlight Group Acquisition” on page -- of this prospectus, “Use of Proceeds” on page 25 of this prospectus, “Principal Stockholders” on page 62 of this prospectus, and “Certain Relationships and Related Party Transactions” on page --64 of this prospectus.

 

If and for so long as we and the Boxlight Group comply with the agreed upon arrangements to settle and pay the accrued accounts payable, EDI and its affiliates have agreed to continue to supply products to us and provide payment terms to us which are no less favorable than those provided to other credit-worthy customers. In addition, EDI and its affiliates have orally agreed in principle to provide Boxlight Parent and all of our subsidiaries, including the Boxlight Group and Mimio with a 10% price reduction on all units of products sold by such suppler(s) to us and our subsidiaries.

 

Technical Support and Service

 

The Boxlight Group currently has its technical support and service located near Seattle, WA and Atlanta, GA. Additionally, the Boxlight Group’s technical support division is responsible for the repair and closing of the customer service cases, resulting in more than 60% of the Boxlight Group’s customer service calls ending in immediate closure of the applicable service case. The Boxlight Group accomplishes this as a result of the familiarity between the Boxlight Group’s products and the customer service technician.

 

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Competition

 

The Boxlight Group is engaged in an industry that is highly competitive. The industry is evolving and characterized by technological change. The Boxlight Group faces increased competition from companies with strong positions in certain markets it currently serves and in new markets and regions it may enter. These companies manufacture and/or distribute new, disruptive or substitute products that compete for the pool of available funds that previously could have been spent on interactive displays and associated products. The Boxlight Group competes with other developers, manufacturers and distributors of interactive projectors and personal computer technologies, tablets, television screens, smart phones.

 

Interactive whiteboards, since first introduced, have evolved from a high-cost technology that involves multiple components, requiring professional installers, to a one-piece technology that is available at increasingly reduced price points and affords simple installations. With lowered technology entry barriers, the Boxlight Group faces heated competition from other interactive whiteboard developers, manufacturers and distributors. However, the market presents new opportunities in responding to demands to replace outdated and failing interactive whiteboards with more affordable and simpler solution interactive whiteboards. In addition, the Boxlight Group has begun to see expansion in the market to sales of complementary products that work in conjunction with the interactive technology, including software, audio solutions, data capture, and tablets.

 

Genesis Collaboration

 

Products

 

Genesis is a traditional value-added reseller with sales and support teams representing multiple education and learning solution technologies, vendors and suppliers. Genesis is either a premier partner or an exclusive partner in defined geographic markets for the education solution providers listed below:

 

Vendors   Products
AHA   Interactive flat panels (4k- multiple sizes), interactive podiums, mobile mounting devices
Safari Montage   Video caching servers and video content
Audio Enhancement  

Audio systems, microphones, and classroom safety cameras and school security systems and classroom management tools

Learning Clip   PreK – Grade 5 supplemental interactive math curriculum
Critical Links   Classroom caching servers
Samsung   Tablets
nGrain   3D industrial product training
Impero   School technology infrastructure software and classroom management solutions
iDashboards   Executive dashboards – All sectors

 

Genesis has trained personnel to sell and support these solutions. Its sales team consists of 3 sales and support professionals, with an average of over 9 years’ experience selling to school districts, private schools, PreK schools, and business and government accounts. The sales representatives have been involved in selling, implementing, and supporting mission-critical solutions that were highly visible to the public due to the scope and expenditures. The implementations have represented some of the largest project managed solutions in school districts in Genesis’ geographic areas, such as Georgia, Alabama, North Florida, Pennsylvania, New Jersey and New England. The projects were often districts with several thousand classrooms involving project management, professional development, consulting, and installation of interactive whiteboards and associated peripherals. The projects were installed on time and on budget with highly referable customers as a result. Genesis has earned trusted advisor status with its customers and has access to key decision makers in all targeted markets.

 

Competition

 

Genesis is a value added reseller of interactive learning technologies. Genesis sells to the K12 education market in Georgia, Alabama, South Carolina, northern Florida, western North Carolina and eastern Tennessee. Genesis sells the Boxlight Group’s interactive solutions into the business and government markets in the United States.

 

Genesis represents multiple complementary solutions and companies in the K12 education market in the geographic markets described above. Genesis competes with other value added resellers that are authorized to sell the same lines in the same areas by the vendors.

 

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Employees

 

We have approximately 43 employees, of whom 4 are executives, 5 employees are engaged in product development, engineering and research and development, 16 employees are engaged in sales and marketing, 9 employees are engaged in administrative and clerical services and 9 employees are engaged in service and production. In addition, a total of approximately 8 individuals provide sales agency services to us as independent contractors.

 

None of our employees are represented by labor organizations. We consider our relationship with our employees to be excellent. A majority of our employees have entered into non-disclosure and non-competition agreements with us or our operating subsidiaries.

  

Properties

 

Our corporate headquarters is located at 1045 Progress Circle, Lawrenceville, Georgia 30043, in a building of approximately 48,000 square feet, for which we pay approximately $20,000 of rent per month through March 2019. Our corporate headquarters house our administrative offices as well as distribution operations and assembly for the Boxlight brand.

 

We also maintain an office in Poulsbo, Washington, for sales, marketing, technical support and service staff.

 

Legal Proceedings

 

On June 1, 2017, a lawsuit was commenced against us, and certain of our affiliates by Skyview Capital, LLC (“Skyview”), in Los Angeles, CA Superior Court.

 

The suit alleges breach of an unpaid promissory note in $1,460,508 principal amount that is secured by a lien on our assets and breach of guaranties. Skyview is seeking, among other things, (i) damages arising from breach of the promissory note and guarantees in the amount of no less than $1,460,508, plus accrued interest, (ii) a judgment to foreclose upon certain of our assets, (iii) a judgment for immediate possession of certain personal property; and (iv) the return of the entire membership interest in Mimio.

 

As part of the initial financing from Sallyport Commercial Finance LLC as previously, on September 6, 2017, Boxlight paid $1,577,653.04, which included the principal balance of $1,460,507.50, plus accrued interest of $117,145.54, due and payable to Skyview. However, as of the date of this prospectus, we have not received a release from Skyview from the pending lawsuit.

 

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MANAGEMENT

 

Directors and Executive Officers

 

The following table sets forth information concerning our directors, executive officers and other key members of our management team as of June 30, 2017:

 

Name   Age   Position(s)
James Mark Elliott   65   Chief Executive Officer and Director
Henry (“Hank”) Nance   45   Chief Operating Officer
Sheri Lofgren   59   Chief Financial Officer
Michael Pope   37   President and Director
Tiffany Kuo   27   Director
Rudolph F. Crew   65   Director
Robin D. Richards   60   Director
Steve Hix   78   Director
Dale Strang   57   Director

 

Set forth below is biographical information about each of the individuals named in the tables above:

 

James Mark Elliott. Mr. Elliott has served as our Chief Executive Officer and a director since September 18, 2014. From 2012 to date, he has also served as the President of Genesis. From 2005 through 2012, he was the President of Promethean, Inc., a manufacturer and distributor of whiteboards and interactive learning devices and led the team that grew Promethean in the Americas from $5 million in revenue to $250 million, with over 1,300,000 interactive whiteboards installed around the world. Throughout his career, Mr. Elliott has held senior executive roles, including president, senior vice president or director roles with Apple Computer, Lawson Software, E3 Corporation, PowerCerv Technologies, Tandem Computers, and Unisys/Burroughs. Mr. Elliott received a BBA in Economics from the University of North Georgia and a Master of Science degree in Industrial Management from Georgia Institute of Technology. Based on Mr. Elliott’s position as the chief executive officer of both the Company and Genesis, and his executive level experience in interactive learning devices and computer technology industries, our board of directors believes that Mr. Elliott has the appropriate set of skills to serve as a member of the board.

 

Henry (“Hank”) Nance Mr. Nance has been our Chief Operating Officer since September 18, 2014 and served as our President from September 18, 2014 until July 15, 2015. Mr. Nance began his career with the Boxlight Group in 1999 and has served as the Boxlight Group’s President since 2009. At the Boxlight Group, he developed the company’s first business-to-consumer division, generating over $12 million in sales within the first 24 months of inception. Shortly thereafter he took over product development, corporate relations, and negotiations for business-to-consumer and business-to-business products. Prior to Mr. Nance’s tenure at the Boxlight Group, he managed commercial and residential construction working in the San Juan Islands, Washington State and Northern California.

 

Sheri Lofgren. Ms. Lofgren has served as our Chief Financial Officer since September 18, 2014. Since July 2013 she has also served as CFO of Genesis. She was Chief Financial Officer at Logical Choice Technologies, Inc., a Company affiliate and a distributor of interactive whiteboards, from 2005 to 2013. Ms. Lofgren is a certified public accountant with extensive experience in financial accounting and management, operational improvement, budgeting and cost control, cash management and treasury, along with broad audit experience, internal control knowledge and internal and external reporting. She started her career with KPMG and then joined Tarica and Whittemore, an Atlanta based CPA firm, as an audit manager. Ms. Lofgren is a graduate of Georgia State University where she earned a B.A. in Business Administration – Accounting.

 

Michael Pope. Mr. Pope has served as our President since July 15, 2015 and has been a director of our Company since September 18, 2014. Mr. Pope served as Managing Director of Vert Capital Corp., a Los Angeles based merchant bank, and its affiliates from October 2011 to October 2016, managing portfolio holdings in education, consumer products and digital media. Prior to joining Vert Capital, from May 2008 to October 2011, Mr. Pope was Chief Financial Officer and Chief Operating Officer for the Taylor Family, managing family investment holdings in consumer products, professional services, real estate and education. Mr. Pope also held positions including senior SEC reporting at Omniture and Assurance Associate at Grant Thornton. Mr. Pope holds an active CPA license and serves on the boards of various organizations. Mr. Pope earned his undergraduate and graduate degrees in accounting from Brigham Young University with academic honors.

 

On March 29, 2016, Michael Pope was named, along with other current and former directors and officers of DS Healthcare Group, Inc., as a defendant in two substantially similar class actions in the United States District Court for the Southern District of Florida, entitled Shah v. DS Healthcare Group, Inc., et. al., Case No. 0:16-cv-60661-WPD and Walker v. DS Healthcare Group, Inc., et. al., Case No. 0:16-cv-60674-FAM (the “Actions”).  The Actions alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The Actions were consolidated into a single case styled,  In re DS Healthcare Group Securities Litigation, Case No. 16-6-0661-CIV-DIMITROULEAS (the “Securities Action”).  The Securities Action alleges, among other things, that defendants issued false and misleading financial statements that overstated the revenues of DS Healthcare and failed to properly account for several equity transactions in two fiscal quarters ended June 30, 2015 and September 30, 2015.  Mr. Pope vehemently denies any liability for the matters alleged.  Mr. Pope served as head of the audit committee of the board of directors of DS Healthcare and was instrumental in initiating an internal investigation of the company that led to the board’s decision to remove the former chief executive officer of DS Healthcare (the “Former CEO”).   When the Former CEO regained voting control of the company, Mr. Pope and the other independent directors who participated in the investigation and removal were replaced as directors of DS Healthcare on March 31, 2016.

 

Rudolph F. Crew. Dr. Crew has been a director of our Company since April 1, 2015. Since August 2013, Dr. Crew has served as the president of Medgar Evers College. From July 2012 to July 2013, he was the chief education officer at Oregon Education Investment Board, overseeing the PK-16 system. From September 2011 to July 2012, Dr. Crew served as the president of K12 Division at Revolution Prep, a company that offers preparation courses for the SAT and ACT standardized achievement tests. Prior to that, from January 2009 to July 2013, he was a professor at USC Rossier School of Education, teaching graduate school courses. From January 2009 to September 2011, Dr. Crew also served as the president of Global Partnership Schools, an organization offers planning support services and collaborative programs to public schools and school districts. Dr. Crew received his bachelor’s degree in management from Babson College in 1972. He earned his master’s degree in urban education in 1973 and his degree of doctor of education in educational administration in 1978, both from University of Massachusetts. We believe that Dr. Crew’s in-depth knowledge and extensive experience in education field make him a valuable member of our board of directors.

 

Robin D. Richards. Mr. Richards has been a director of our Company since April 1, 2015. Since 2009, he has served as the chief executive officer at CareerArc LLC, a company that provides technology solutions to assist businesses’ recruitment and outplacement efforts. Mr. Richards received his bachelor’s degree in political science from Michigan State University in 1978.

 

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Tiffany Kuo. Ms. Kuo has been a director of our Company since September 18, 2014. Ms. Kuo has been a General Management Consultant in Strategy and Operations for Deloitte Consulting, LLP in Houston, TX since August 2011. Ms. Kuo graduated from Rice University with a Bachelor of Science and Masters of Science in Electrical Engineering in 2011 and is currently in the Sloan Masters of Business Administration Program at The Massachusetts Institute of Technology. We believe that Ms. Kuo should serve as a member of our board of directors due to her experience in business strategy and operations at Deloitte Consulting, LLP.

 

Steve Hix. Mr. Hix has been a director of our company since June 30, 2017. He is a business executive and founder of numerous public and private companies spanning his 40-year business career. Since 2012, Mr. Hix has served as the President of Circle Technology, a wireless presentation company. Previously, he was the Founder & CEO of InFocus Systems from 1987-1993 (projector company) which grew to nearly $1 billion in sales and had a market value of more than $2 billion as a public company. He was also the Founder, CEO & President of Phix Focus (R&D in Display Technology and Touch Screen Technology) 2005-2012, CEO of i3 Identification International (finger printing technology company) 2005-2010, Founder of Advan Media (Advertising Trucks with Digital Display Screens) 2003-2005, Founder & CEO of SARIF (High Temperature Poly-silicon LCD) 1993-2002, founder of Motif, Inc. (High Speed LCD Technology) 1990-1993, and co-Founder of Planar Systems (Electroluminescence Technology) 1983-1987. Mr. Hix has nearly a dozen patents in the display technology and wireless transmission space and continues to be a pioneer in the industry. He began his career serving the US Navy as Naval Intelligence and sits on the board of several companies including Melexis, Community Foundation of Southwest Washington and Puget Sound Blood Center.

 

Dale Strang. Mr. Strang has been a director of our company since August 10, 2017. He has served as a Senior Vice President of Media Strategy & Operations at Healthline Networks since 2015. Mr. Strang was President and Chief Executive officer of SpinMedia from 2013 to 2015. Mr. Strang was the Chief Executive Officer and President at Viximo from 2010 to 2012, and has over 25 years of media experience with successful businesses including IDG, Ziff-Davis and IGN/Fox Interactive. Mr. Strang has more than 18 years of experience in consumer technology and video game publishing, including 14 years at the senior management level. He served as Executive Vice President and General Manager, Media Division, of IGN Entertainment. In this position, he oversaw advertising sales, marketing and the production of editorial content for all IGN entertainment media properties.

 

Director Independence

 

At this time, Dr. Rudy Crew, Robin Richards, Steve Hix and Dale Strang are our independent directors.

 

Corporate Governance

 

In connection with this offering, we have applied to list our shares of Class A common stock on Nasdaq Capital Market. Under The Nasdaq Marketplace Rules we are required to comply with certain corporate governance standards at the time of listing, which include (i) having a majority of independent directors on our board; and (ii) establishing an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, and a compensation committee and nominating and governance committee comprised of independent directors. We have five members serving on our Board of Directors, of which two are independent directors. Under Nasdaq Marketplace Rule 5615(b)(1) a company listing in connection with its initial public offering is permitted to phase in its compliance with the independent committee requirements, the committee composition requirements and the majority independent board requirement. We intend to rely on the phase-in schedules set forth in Nasdaq Marketplace Rule 5615(b)(1).

 

The audit committee members shall consist of Steve Hix, serving as our Audit Chair, Dale Strang and Dr. Rudy Crew. All members of the audit committee are independent directors. The audit committee will assist the Board by overseeing the performance of the independent auditors and the quality and integrity of our internal accounting, auditing and financial reporting practices. The audit committee is responsible for retaining (subject to stockholder ratification) and, as necessary, terminating the engagement of, the independent auditors, annually reviews the qualifications, performance and independence of the independent auditors and the audit plan, fees and audit results, and pre-approves audit and non-audit services to be performed by the auditors and related fees. Our board has determined that we have at least one “audit committee financial expert,” as defined by the rules and regulations of the SEC and that is Steve Hix.

 

The compensation committee members shall consist of Dale Strang, Dr. Rudy Crew, Robin Richards and Tiffany Kuo, Dale Strang, Robin Richards, Dale Strang and Dr. Rudy Crew are independent directors. The compensation committee shall make recommendations to the Board concerning salaries and incentive compensation for our officers, including our principal executive officer, and employees and administers our stock option plans.

 

The nominating and corporate governance committee members shall be Robin Richards, Dr. Rudy Crew, Michael Pope and Steve Hix. Robin Richards, Steve Hix and Dr. Rudy Crew are independent directors. The nominating and corporate governance committee shall assist the Board in identifying qualified individuals to become board members, in determining the composition of the Board and in monitoring the process to assess Board effectiveness.

 

Code of Business Conduct and Ethics

 

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Following this offering, a copy of the code will be made available on the Corporate Governance section of our website, which is located at www.boxlightcorp.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

 

Executive Compensation

 

The following table sets forth information regarding the total compensation received by, or earned by, our Chief Executive Officer, our President and Chief Operating Officer and our Chief Financial Officer (collective, the “named executive officers”) during the years ended December 31, 2016 and 2015.

 

Name and Principal Position  Year   Salary ($)  

Option Awards ($)

  

Total

($)

 
James Mark Elliott, Chief Executive Officer   2015    60,000    -(2)   60,000 
                     
Michael Pope, President   2015    -    -    - 
                     
Henry (“Hank”) Nance, Chief Operating Officer   2015    -    -    - 
                     
Sheri Lofgren, Chief Financial Officer   2015    60,000    -(3)   60,000 
                     
James Mark Elliott, Chief Executive Officer   2016    125,000    -(2)   125,000 
                     
Michael Pope, President   2016    23,885    -    23,885 
                     
Henry (“Hank”) Nance, Chief Operating Officer (1)   2016    130,545    -    130,545 
                     
Sheri Lofgren, Chief Financial Officer   2016    170,000    484,235(3)   654,235 

 

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Outstanding Equity Awards at December 31, 2016

 

The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2016. All share amounts and exercise prices in the following table reflects stock splits after grant date.

 

   Option Awards
Name  Grant Date  Number of
Securities
Underlying
Options
(#)
Exercisable
   Number of
Securities
Underlying
Options
(#)
Unexercisable
   Option
Exercise
Price
($)
   Option
Expiration Date
James Mark Elliott  September 18, 2014 (2)   248,880    82,961   $0.13   September 18, 2024
Sheri Lofgren  September 18, 2014 and amended at November 1, 2016 (3)   267,119    24,283   $0.0001   September 18, 2024

 

(2) On September 18, 2014, the Company granted 331,841 options to Mark Elliott Chief Executive Officer, with an exercise price of $0.13 per share, a term of 10 years and vesting over a 3-year period. The options have a fair value of $1 at grant date using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 2.09% (2) expected life of 5.75 years, (3) expected volatility of 69%, and (4) zero expected dividends. During the years ended December 31, 2016 and 2015, the Company recorded $0 stock compensation expense.

 

(3) On November 1, 2016, the Company entered into an amended employment agreement with its Chief Financial Officer, which amended the exercise price of the 291,402 options granted from $0.13 to $0.0001 per share. The options vesting term was changed to (i) 50% of the remaining unvested options shall vest immediately following the agreement, (ii) all remaining unvested options shall vest on June 30, 2017. Pursuant to the amendment of employment agreement, the fair value of options granted was changed to approximately $484,000 using the Black-Scholes option-pricing model. See Note 17 – Stock-Based Compensation in the 2016 audited financial statements for additional information.

 

Employment Agreements

 

We entered into employment agreements with Mr. Elliott, Mr. Nance and Ms. Lofgren, the terms of which are set forth below.

 

James Mark Elliott

 

Effective as of September 18, 2014, we entered into an employment agreement with James Mark Elliott expiring December 31, 2017. Under the terms of his agreement Mr. Elliott will serve as our Chief Executive Officer reporting to our board of directors. During the term of his agreement, Mr. Elliott will receive a base salary of $120,000 per annum, plus such annual bonuses as the board of directors may, from time to time, determine, and certain fringe benefits. If, prior to the expiration date of his agreement, Mr. Elliott is terminated by us without “cause” (as defined in the employment agreement), terminates his agreement for “good reason” (as defined in the employment agreement), we must pay him twelve (12) month’s severance pay.

 

Mr. Elliott’s agreement contains confidentiality and non-competition and non-solicitation covenants that continue during and for two years following the expiration or termination of his employment agreement; provided, that such restrictive covenants expire immediately if Mr. Elliott terminates his employment agreement for “good reasons” or, in nine months if we elect to terminate his employment prior to the expiration of the term of the agreement without “cause”.

 

In addition, BOXL agreed to issue to Mr. Elliott options under our 2014 Stock Incentive Plan, entitling him to purchase a total of 331,841 shares of our Class B common stock at an exercise price of $0.13 per share. The options vest in quarterly installments over a three-year period commencing on December 31, 2014 and entitle Mr. Elliott to purchase the 331,841 option shares in 12 quarterly installments of 27,653 shares at the end of each calendar quarter, commencing December 31, 2014. To the extent vested options are not exercised at the end of any one or more such quarters, such options shall accumulate and option shares may be purchased in any one or more subsequent calendar quarters through the quarter ending December 31, 2017. All non-vested options terminate in the event Mr. Elliott’s employment is terminated for “cause” prior to the expiration of the term of his employment agreement or he voluntarily resigns his employment without “good reason”. If, prior to the expiration date of his agreement, Mr. Elliott is terminated by us without “cause”, all options immediately vest. Once the stock options have fully vested, they must be exercised and purchased by Mr. Elliott within 180 days.

 

Henry “Hank” Nance

 

Effective as of December 31, 2014, we entered into an employment agreement with Henry “Hank” Nance, expiring December 31, 2017, Under the terms of his agreement Mr. Nance will serve as our President and Chief Operating Officer reporting to our board of directors. During the term of his agreement and after we acquire Boxlight Group. Mr. Nance will receive a basic salary of $120,000 per annum, plus such annual bonuses as the board of directors may, from time to time, determine, along with certain fringe benefits. If, prior to the expiration of his agreement, Mr. Nance is terminated by us without “cause” (as defined in the employment agreement), we must pay him twelve (12) month’s severance pay.

 

Mr. Nance’s agreement contains confidentiality and non-competition and non-solicitation covenants that continue during and for two years following the expiration of his employment agreement; provided that such restrictive covenants expire immediately if we breach his employment agreement or, in nine months, if we elect to terminate his employment prior to the expiration of the term of the agreement for reasons other than cause (as defined in the employment agreement).

 

In addition, BOXL has agreed to grant to Mr. Nance such number of options as shall equal the difference between (i) three (3%) of the fully diluted common stock of the corporation immediately prior to the IPO effective date less (ii) the sum of all shares of corporation EDI common stock issued or issuable to the executive and/or his spouse in connection with his and/or her employment and activities on behalf of and its subsidiaries.

 

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Sheri Lofgren

 

Effective as of November 1, 2016, we entered into an amended employment agreement with Sheri Lofgren expiring December 31, 2017. Under the terms of her agreement Ms. Lofgren will serve as our Chief Financial Officer reporting to our President and Chief Executive Officer. During the term of her agreement, Ms. Lofgren receives a base salary of $180,000 per annum, and will receive a $35,000 bonus on the date of this prospectus. If we elect to terminate Ms. Lofgren’s employment prior to the expiration of the term of the agreement, we must pay her twelve (12) month’s severance pay.

 

Ms. Lofgren’s agreement contains confidentiality and non-competition and non-solicitation covenants that continue during and for two years following the expiration of her employment agreement; provided, that such restrictive covenants expire immediately if we breach her employment agreement or, in nine months, if we elect to terminate her employment prior to the expiration of the term of the agreement for reasons other than for cause (as defined in the employment agreement).

 

In addition, BOXL agreed to issue to Ms. Lofgren stock options under our 2014 Stock Incentive Plan, entitling her to purchase a total of 291,402 shares of our Class B common stock. Additional shares will be granted as shall be equal to the difference between the options previously issued and three percent of our “Fully Diluted Common Stock” immediately prior to the date of this prospectus. Fifty percent of unvested options will vest on November 1, 2016 and all remaining options will vest on March 31, 2017. Vested options may be purchased at any calendar quarter throughout the quarter ending December 31, 2017.  All non-vested options terminate in the event Ms. Lofgren’s employment is terminated for cause prior to the expiration of the term of her employment agreement or she voluntarily resigns her employment without good reason (as defined in the employment agreement). If, prior to the expiration date of her agreement, Ms. Lofgren is terminated by us without cause, terminates her agreement for “good reason” (as defined), dies or becomes permanently disabled, all options immediately vest, but must be exercised by her or her estate within 180 days from the date of termination of employment. Once the stock options have fully vested they must be exercised and exercise price paid within 180 days.

 

Director Compensation

 

We reimburse all members of our board of directors for their direct out of pocket expenses incurred in attending meetings of our board. We have entered into agreements with Dr. Crew and Mr. Richards relating to their compensation, the terms of which are set forth below:

 

Rudolph F. Crew

 

Dr. Crew receives an annual fee of $50,000, payable monthly, commenced on March 26, 2016. In addition, two business days prior to the effective date of this registration statement, Dr. Crew is entitled to purchase, at the par value, 48,127 shares of the BOXL’s common stock, representing 0.5% of the number of fully diluted shares of common stock after giving effect to the acquisitions of the Boxlight Group and Genesis and including this public offering. After this initial public offering, if BOXL files a registration statement registering for resale shares held by its officers or directors, Dr. Crew may request BOXL to include his shares in such registration statement.

 

Dr. Crew will not be permitted to sell any of his shares for the six months immediately following the consummation of this public offering and thereafter, not more than 50% of his shares between the seventh month and 12th month after the consummation of this public offering, and not more than 50% of the remaining shares between the 12th month and 18th months after the consummation of this public offering.

 

Robin D. Richards

 

Two business days prior to the effective date of this registration statement, Mr. Richards is entitled to purchase, at the par value, 120,972 shares of BOXL’s common stock, representing 1.25% of the number of fully diluted shares of common stock after giving effect to the acquisitions of the Boxlight Group and Genesis and including this public offering. After this initial public offering, if BOXL files a registration statement registering for resale shares held by its officers or directors, Dr. Crew and Mr. Richards may request BOXL to include their shares in such registration statement.

 

Mr. Richards will not be permitted to sell any of his shares for the six months immediately following the consummation of this public offering and thereafter, not more than 50% of his shares between the seventh month and 12th month after the consummation of this public offering, and not more than 50% of the remaining shares between the 12th month and 18th months after the consummation of this public offering.

 

Steve Hix

 

Mr. Hix receives an annual fee of $10,000 for serving as the Chair of our Audit Committee. The fee is payable quarterly, with the first payment to be made on September 30, 2017. Mr. Hix will also be granted options on the NASDAQ listing data to purchase 50,000 shares of Boxlight common stock at $7.00 per share with vesting over one year.

 

Dale Strang

 

Mr. Strang will be granted options on the NASDAQ listing data to purchase 50,000 shares of Boxlight common stock at $7.00 per share with vesting over one year.

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

On September 30, 2014, the Company entered into a line of credit agreement with Vert Capital, formerly the Company’s principal stockholder. The line of credit allowed the Company to borrow up to $500,000 for public offering expenses. On March 31, 2016, we amended the line of credit to increase it to $900,000. The funds accrue interest at 10% per annum. The interest rate decreased to 5.75% pursuant to the amendment to purchase agreement with EDI entered in September 2016. Interest on any advanced funds is accrued monthly and all outstanding principal and accrued interest are due in full from the proceeds of this offering, after retirement of approximately $2,000,000 of obligations owed to EDI. See “use of Proceeds”. As of June 30, 2017, there is an outstanding balance of $627,550 of principal plus $132,584 of accrued interest payable to Vert Capital under the Line of credit, and no principal or interest payments have been made against this line.

 

On May 21, 2014, the Company entered into a line of credit agreement with Logical Choice Corporation-Delaware (“LCC-Delaware”), former sole member of Genesis and a company wholly owned by Vert Capital. The line of credit allows the Company to borrow up to $500,000 for working capital and business expansion. The funds when borrowed will accrue interest at 10% per annum. Interest accrued on any advanced funds is due monthly and the outstanding principal and any accrued interest are due in full on May 21, 2015. In May 2016, the maturity date was extended to May 21, 2017. The assets of Genesis have been pledged as a security interest against any advances on the line of credit. As of June 30, 2017, outstanding principal and accrued interest under this agreement was $54,000 and $13,194, respectively.

 

On September 30, 2014, the Company entered into a line of credit agreement for a 3-year term with LCC - Delaware. The line of credit allows the Company to borrow up to $500,000 to use for IPO expenses. The funds, when borrowed, will accrue interest at 10% per annum. Interest on advanced funds is accrued monthly and all outstanding principal and accrued interest are due on demand. Pursuant to an amendment to the purchase agreement with EDI entered in September 2016, LCC - Delaware forgave the payable of $185,129 and interest of $37,241 owed by the Company.

 

Effective as of October 31, 2013, a Delaware subsidiary of Vert Capital acquired 100% of the membership interests of Genesis from its four members in consideration for 1,000,000 shares of Series A preferred stock of such Delaware subsidiary, which it distributed to Vert effective September 30, 2014. In January 2015, Vert Capital, its Delaware subsidiary and the four former members of Genesis entered into an agreement, effective as of September 30, 2014 pursuant to which the parties agreed that, Vert would contribute 100% of the membership interests of Genesis to BOXL. On May 12, 2016, all of the Genesis membership interests were contributed to BOXL. Other than one share of common stock of the Delaware subsidiary retained by Vert Capital, each of Vert Capital and the four former members of Genesis will return to treasury all of their equity in the Delaware corporation, and the four former members of Genesis received 1,000,000 shares of BOXL Series B Preferred Stock which shall be automatically converted immediately following completion of this offering into 370,040 shares of our Class A common stock, or such other number of shares as shall represent not less than 4.0% of our fully diluted common stock as defined in the purchase agreement.

 

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On November 7, 2014, we issued to Vert Capital and a consultant five year warrants to purchase 796,813 and 23,904, respectively, shares of our Class A common stock, at an exercise price, 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 nine months from the date of issuance. Effective as of October 12, 2016, and as a result of Adam Levin and Michael Pope no longer working at Vert Capital, Boxlight Parent cancelled the remaining balance of the Vert Capital warrants and reissued 597,610 and 199,203 of such warrants to entities associated with Adam Levin and to Michael Pope, respectively.

 

Vert Capital was engaged in the business of investing in and acquiring controlling or other significant equity interests in a variety of companies. Other entities that now employ Adam Levin or Michael Pope may seek to acquire additional businesses that compete with the businesses engaged in by us and our subsidiaries, including Boxlight, Mimio and Genesis. On May 1, 2015, we entered into an agreement with Vert Capital providing that, subject to completion of this offering and thereafter, for so long as Vert Capital or its affiliates remain a majority stockholder of the Company or has the ability to nominate and elect a majority of the members of our board of directors, they will offer to our board of directors the opportunity to acquire the securities or assets of all the companies sourced by Vert Capital or its affiliates that are engaged in the business of providing technology or related products and services to the education and learning industry. In the event such corporate opportunities become available to us, our independent directors will, by majority vote, elect to pursue or not to pursue such opportunity. Such agreement was restated in June 2017 to include other entities that now employ Adam Levin and Michael Pope.

 

On July 15, 2015, BOXL executed an agreement with VC2 Advisors LLC, a Delaware limited liability company, in which Michael Pope, our President and Director, is a managing member. VC2 is owned by Sugar House Trust and AEL Irrevocable Trust, trusts for the benefit of the families of Michael Pope and Adam Levin, respectively. VC2 may be deemed to be an affiliate of Vert Capital. The effective date of this agreement is the date of the consummation of this offering (the “Effective Date”). Pursuant to the agreement, VC2 shall perform consulting services for BOXL relating to, among other things, sourcing and analyzing strategic acquisitions and introductions to various financing sources. VC2 shall receive an annual management fee payable in cash equal to 1.5% of total consolidated revenues at the end of each fiscal year ended December 31, 2016, 2017 and 2018, payable in monthly installments, commencing as of the Effective Date. The annual fee is subject to a cap in the amount of $1,000,000 in each of 2016, 2017 and 2018. At its option, VC2 may also defer payment until the end of each year, payable as an option to purchase shares of Class A common stock of BOXL, at a price per share equal to 100% of the closing price of BOXL’s Class A common stock as traded on Nasdaq or any other national securities exchange as of December 31 of such year in question. Effective as of October 12, 2016, and as a result of Adam Levin and Michael Pope no longer working at VC2, our board of directors and VC2 cancelled the consulting agreement with VC2 and entered into new consulting agreements on identical terms with other entities which now employ Michael Pope and Adam Levin.

 

On July 18, 2016, Boxlight Holdings, Inc., a newly formed Delaware subsidiary of Boxlight Parent, consummated the acquisition of the Boxlight Group under a share purchase agreement, dated May 10, 2016, with Everest Display, Inc., a Taiwan corporation (“EDI”) and its subsidiary, Guang Feng International Ltd. (“Guang Feng”) subsidiary, the former shareholder of the Boxlight Group. K Laser Technology, Ltd., a Taiwan corporation (“K Laser”) is the majority shareholder of EDI and one of our major shareholders. Under the terms of the share purchase agreement, we issued EDI 270,000 shares of our Series C Preferred Stock, that has a stated or liquidation value of $20.00 per share. Upon completion of this offering and when our Class A Common Stock is listed on Nasdaq, the Series C Preferred Stock shall automatically, and without any further action on the part of the holders or Boxlight Parent, convert into shares of our Class A common stock. Such newly converted shares of Class A common stock, (including certain bonus shares of Class A common stock representing 8% of the shares issuable upon conversion of the Series C Preferred Stock) to be issued to EDI or its subsidiaries, will total 2,055,872 shares of our Class A common stock, representing approximately 22.22% of our fully-diluted common stock as defined in the purchase agreement. Hank Nance, our Chief Operating Officer and the President of the Boxlight Group, will receive 89,247 of these shares. Under the terms of the share purchase agreement, the term “fully-diluted common stock” excludes shares of our Class A common stock sold in this offering, shares issued in the private placements consummated from September to November 2016 and shares issued to settle outstanding liabilities in October 2016 and June 2017.

 

Under the terms of the EDI share purchase agreement, as amended on September 28, 2016, the parties agreed that the Boxlight Group and Boxlight Parent will settle and pay approximately $5.75 million of accrued accounts payable currently owed to EDI, in the manner set forth below. 

 

  $1,000,000 was paid at the closing of the Boxlight Group acquisition out of the net proceeds of the Hitachi financing;
     
 

An additional $1,500,000 of the $5.75 million owed to EDI was to be paid by the Boxlight Group and Mimio in six monthly installments of $250,000 each, commencing 30 days after the initial $1,000,000 payment referred to above. Such installments were not paid. On June 27, 2017, EDI agreed to convert $1,500,000 of such accounts payable into shares of Boxlight Parent Class A common stock at a conversion price of $6.30 per share, a total of 238,095 shares upon conversion.

     
 

$2,000,000 of the unpaid balance of our account payable is evidenced by a 4% non-negotiable convertible promissory note of Boxlight Parent payable to EDI, together with accrued interest due on March 31, 2019 (the “EDI Note”). On June 27, 2017, EDI entered into a note conversion agreement with Boxlight Parent under which each of EDI and The Marlborough Trust agreed, upon the date of this prospectus, to convert 100% of the $2,000,000 EDI Note and $2,000,000 convertible promissory note issued to the Marlborough Trust into shares of our Class A common stock at a conversion price of $6.30 per share, a total of 657,162 shares upon conversion.

 

On May 5, 2016, pursuant to a membership interest purchase agreement, dated as of April 1, 2016, Boxlight Parent acquired 100% of the membership interest in Mimio, from Mim Holdings, LLC., a Delaware limited liability company wholly-owned by the Marlborough Brothers Trust, a trust established for the benefit of members of the families of affiliates of VC2 Partners LLC, in exchange for a 4% $2,000,000 unsecured convertible promissory note due March 31, 2019, and the assumption of a 6% $3,425,000 senior secured note of Mim Holdings that was due July 3, 2016 and was payable to Skyview Capital, LLC, (“Skyview”), the former equity owner of Mimio (the “Skyview Note”). For purposes of the purchase agreement, the sale to Boxlight Parent, was deemed to have been consummated as of April 1, 2016.

 

The Skyview Note was issued by Mim Holdings to Skyview on November 4, 2015 as payment for the acquisition of 100% of the membership equity of Mimio. Skyview Note is guaranteed and secured by a lien and security interest on all of the assets of Mimio. Prior to the sale of Mimio to Boxlight Parent, VC2 Partners LLC (the former owner of Mim Holdings) assigned its equity in Mim Holdings to the Marlborough Brothers Family Trust (the “Marlborough Trust”). Affiliates of VC2 Partners, including Michael Pope, our President and member of the board of directors of Boxlight Parent, and members of their families, are beneficiaries of the Marlborough Trust and other trusts who are principal stockholders of Boxlight Parent. See “Principal Stockholders” on page 66 of this Prospectus.

 

Under the terms of an August 3, 2016 amendment to the original 2015 purchase agreement with Skyview:

 

  Total amount payable to Skyview was increased to $4,010,508, to include additional fee of $350,000 to extend the maturity date to December 15, 2016. On August 3, 2015 and September 29, 2016, we paid $50,000 and a $2,500,000 installment payment, respectively, under Skyview Note out of the proceeds of a senior secured debt financing.
     
  Skyview agreed to subordinate its lien and security interest on the Mimio assets and right to payment of the final installment of the restated Skyview Note to the priority lien and security interest of Crestmark Bank, our senior secured asset based lender; and
     
  The restated Skyview Note is now guaranteed by Boxlight Parent, Mim Holdings, VC2 Partners LLC, the former owner of Mim Holdings, and Vert Capital Corp.

 

On September 29, 2016, the $2,500,000 installment due September 30, 2016 under Skyview Note was paid out of the proceeds of senior secured financing from Crestmark Bank.

 

The $1,460,508 unpaid principal balance plus accrued interest on the Restated Skyview Note was due on December 15, 2016. We were unable to make the payment and received a Notice of Default from Skyview dated December 28, 2016.

 

On June 1, 2017, we were sued by Skyview Capital, LLC for breach of an unpaid promissory note in $1,460,508 principal amount that is secured by a lien on our assets. Accordingly, unless we are able to pay the note, either out of the proceeds of this offering or from other sources, Skyview’s foreclosure on certain of our assets and properties could result in our bankruptcy and the potential loss of investors’ entire investment in our Class A common stock. On September 6, 2017, we paid Skyview the sum of  $1,577,653.04, which included the principal balance of $1,460,507.50, plus accrued interest of $117,145.54, due and payable to Skyview under Amendment No 3 to the Membership Interest Purchase Agreement dated as of September 28, 2015, as amended on November 3, 2015, and as further amended on June 30, 2016 among Skyview and Boxlight. Although we believe that we have paid this obligation in full, Skyview may seek additional costs and penalties and as of the date hereof, we have not received a release from Skyview in connection with the pending lawsuit.

 

In connection with the acquisition of Mimio by Boxlight Parent, in May 2016 we issued a $2,000,000 note payable to Mim Holdings, Inc., the former stockholder of Mimio. The note is convertible by the holder into shares of Class A common stock of Boxlight Parent at a per share conversion price equal to 55% of the initial offering price per share of BOXL common stock offered to the public under the registration statement of which this prospectus is a part. Accordingly, at $7.00 per share offering price of the shares offered hereby, the $2,000,000 Marlborough Note would be convertible into an aggregate of 519,481 shares of our Class A common stock, based on a $3.85 per share conversion price. On June 27, 2017, the Marlborough Trust and EDI entered into a note conversion agreement with Boxlight Parent under which each of the Marlborough Trust and EDI agreed, upon the effective date of this prospectus, to convert 100% of the $2,000,000 Marlborough Note and a $2,000,000 convertible promissory note issued in September 2016 to EDI (the “EDI Note”) into shares of our Class A common stock at a conversion price of $6.30 per share, a total of 657,162 shares upon conversion.

 

Mim Holdings is wholly-owned by the Marlborough Brothers Family Trust, a trust established for the benefit of members of the families of Adam Levin and Michael Pope. Mr. Pope is the President and a member of our board of directors.

 

On September 28, 2016, we sold to K Laser, the principal stockholder of EDI, an aggregate of 178,572 shares of our Class A common stock at a purchase price of $5.60 per share and received net proceeds of $1,000,003. The per share sales price is intended to be 80% of the initial price per share of Class A common stock offered to the public under this prospectus. Accordingly, the 178,572 shares of Class A common stock are subject to increase in the event that the initial offering price of the shares offered under this prospectus is less than $7.00. The $5.60 price and the number of shares sold in the private placement will not change since the offering price under this prospectus is $7.00. The private placement was conducted through the efforts of our management and with the assistance of K Laser and its affiliates. No commissions or other compensation was paid in connection with such private placement. The $1,000,003 of net proceeds of such private placement was used together with advances from Crestmark under the above line of credit to retire outstanding indebtedness to Hitachi and pay the $2,500,000 installment due under the original Skyview Note.

 

K Laser has also advised us that it or its affiliates would consider the purchase, for an additional $1,000,000, or a total of 142,857 shares of Class A common stock being offered by Boxlight Parent under this prospectus.

 

In October 2016, the Company issued 73,266 shares to Mark Elliott, the Company’s CEO, at $1.055 per share to settle accounts payable of $77,268.

 

Policies and Procedures For Related Party Transactions

 

Once established, our audit committee charter will provide that our audit committee will be responsible for reviewing and approving in advance any related party transaction. Transactions requiring such pre-approval will include, with certain exceptions set forth in Item 404 of Regulation S-K, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. All of the transactions described in this section occurred prior to the creation of our audit committee and the adoption of this policy.

 

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Principal Stockholders

 

The following table sets forth, as of June 30, 2017, certain information with respect to the beneficial ownership of our Class A common stock, by each beneficial owner of more than 5% of the Company’s Class A common stock, each director and each named executive officer and all directors and executive officers of the Company as a group, except as qualified by the information set forth in the notes to this table. As of August 21, 2017, 5,151,184 shares of our Class A common stock were issued and outstanding. The minimum raise percent assumes we will issue 342,857 shares of our Class A common stock in this Offering and convert $1,050,000 of accounts payable into 150,000 shares of our Class A common stock in this offering. Our maximum raise percent assumes we will issue 1,000,000 shares of our Class A common stock in this Offering and convert $1,050,000 of accounts payable into 150,000 shares of our Class A common stock.

 

The column entitled “Percentage of Shares Beneficially Owned — Before Offering” is based on a total of 5,568,151 shares of our Class A common stock outstanding on June 30, 2017. The columns entitled “Percentage of Shares Beneficially Owned — After Offering” also include (i) the automatic conversion of 1,000,000 Series B Preferred Stock into 370,040 shares of Class A common stock; and 270,000 Series C Preferred Stock into 1,903,586 shares of Class A common stock, (ii) the issuance of 152,286 EDI transaction bonus shares, and (iii) 342,857 shares of common stock outstanding after completion of this offering assuming the closing of the Minimum Offering Amount, or 1,000,000 shares of common stock outstanding after completion of this offering, assuming the closing of the Maximum Offering Amount.

 

Unless otherwise noted, the address for each director and executive officer is c/o Boxlight Corporation, 1045 Progress Circle, Lawrenceville, Georgia 30043.

 

    Before Offering     After Offering  
Name of Beneficial Owner   Number     Percent     Number     Maximum Raise Percent     Minimum Raise Percent  
Named Executive Officers                                        
James Mark Elliott     377,453 (1)     5.08 %     469,963 (1)     4.68 %     5.00 %
Henry(“Hank”) Nance     -       -       118,000 (2)     1.17 %     1.26 %
Sheri Lofgren     291,402 (3)     3.92 %     320,602 (3)     3.19 %     3.41 %
Michael Pope     199,203 (4)     2.68 %     199,203 (4)     1.98 %     2.12 %
Directors                                        
Tiffany Kuo     -0-       -       -0-                  
Rudolph F. Crew     -0-       -       53,000 (6)     0.53 %     0.56 %
Robin D. Richards     -0-       -       133,000 (7)     1.32 %     1.42 %
Steve Hix     -0-               -0-                  
Dale Strang     -0-               -0-                  
All Directors and Executive Officers as a Group(7 persons)     868,059       11.68 %     1,293,768       12.87 %     13.77 %
Beneficial Owners of 5% or More of Our Outstanding Common Stock                                        
Everest Display, Inc.     -       -       2,620,994 (5)     26.08 %     27.90 %
K Laser     178,572 (13)     2.40 %     178,572 (13)     1.78 %     1.90 %
Sugar House Trust     637,450 (8)     8.58 %     637,450 (8)     6.34 %     6.79 %
AEL Irrevocable Trust     1,912,351 (9)     25.74 %     1,912,351 (9)     19.03 %     20.36 %
CAELLM Ventures, LLC     239,044 (10)     3.22 %     239,044 (10)     2.38 %     2.55 %
Gross Family Trust II     318,725 (11)     4.29 %     318,725 (11)     3.17 %     3.39 %
Westbourne Holdings Ltd.     358,566 (12)     4.83 %     358,566 (12)     3.57 %     3.82 %
Mim Holdings, Inc.     -       -       330,135 (14)     3.28 %     3.51 %
Dynamic Capital, LLC     597,610 (15)     8.04 %     597,610 (15)     5.95 %     6.36 %

 

(1) Represents 92% of 331,841 shares subject to a stock option granted to Mr. Elliott which have vested as of June 30, 2017. Upon completion of this offering, Mr. Elliott will receive an additional 92,510 shares of our Class A common stock representing 25% of the shares to be issued to the former members of Genesis upon automatic conversion of BOXL’s Series B convertible preferred stock. In addition, Mr. Elliott converted accounts payable due from Genesis into 73,266 shares of common stock in October 2016.

 

(2) Upon completion of this offering, Mr. Nance will receive 118,000 shares of our Class A common stock representing his pro-rata portion of the 2,055,873 shares to be issued to the former stockholders of Boxlight upon automatic conversion of BOXL’s Series C convertible preferred stock. In addition, stock options to purchase 120,020 shares were granted to Mr. Nance under our 2014 Stock Incentive Plan. These options commenced vesting at the first quarter end subsequent to the acquisition of Boxlight Group. Mr. Nance will also receive 81,573 stock options to be issued from the EDI stock option pool.

 

(3) Represents 100% of 291,402 shares subject to a stock option granted to Ms. Lofgren which have vested in full as of March 31, 2017, and exercised on May 30, 2017, along with 29,200 options that are 100% vested but not exercised..

 

(4) Consists of 199,203 shares issuable upon exercise of a warrant issued to an entity associated with Mr. Pope in October 2016. Does not include 330,135 shares issuable upon conversion of a $2,000,000 note held by Mim Holdings, LLC, or 637,450 shares held by Sugar House Trust. Mim Holdings is a limited liability company owned by the Marlborough Brothers Family Trust, a trust established for the benefit of members of the families of Michael Pope and Adam Levin. Sugar House Trust is a trust established for the benefit of the family of Michael Pope. Mr. Pope does not have voting or dispositive power and authority of the shares that are issuable to Mim Holdings or beneficially owned by Sugar House Trust and disclaims any voting or dispositive power with respect to those shares.

 

(5) Represents (i) 2,055,872 shares of Class A common stock issuable upon the automatic conversion of our Series C preferred stock issued to EDI, or its wholly owned subsidiary, in connection with our July 2016 acquisition of the Boxlight Group. K Laser is the majority stockholder of EDI. Mr. Alex Kuo is the majority stockholder of K Laser and holds the power to vote and dispose of our shares issued and issuable to EDI, and (ii) 327,027 shares of Class A common stock that EDI received upon the automatic conversion on the date of this prospectus of the $2,000,000 EDI Note. Such 2,620,994 shares do not include 178,572 shares of Class A common stock that K Laser purchased at $5.60 per share in the September 2016 private placement, (c) an additional 142,857 shares of Class A common stock that Alex Kuo, K Laser or other affiliates or business associates of Mr. Kuo may elect to purchase at the offering price in this offering.

 

(6) Includes 53,000 shares of common stock that Dr. Crew is entitled to purchase at the par value immediately prior to the consummation of this offering.

 

(7) Includes 133,000 shares of common stock that Mr. Richards is entitled to purchase at the par value immediately prior to the consummation of this offering.

 

(8) Mr. Lane, 26716 Via Colina, Stevanson Ranch, CA 91381 is trustee of Sugar House Trust, established for the benefit of the family of Michael Pope, our President and a Director. Mr. Lane has sole investment and voting power with respect to the shares.

 

(9) Mr. Edwin Hur, 11441 Beach St., Cerritos, CA 90703 is trustee of AEL Irrevocable Trust, established for the benefit of the family of Adam Levin. Mr. Hur has sole investment and voting power with respect to the shares.

 

(10) Kenneth Rosenblum, managing member, has sole beneficial ownership of the shares. His address is 7730 Village Trail Drive, Dallas, TX 75254.

 

(11) Lori Abramowitz, trustee, has sole beneficial ownership of the shares. Her address is 16659 Ashley Oaks, Encino, CA 91436. Ms. Abramowitz is the mother of Adam Levin, who disclaims beneficial ownership of these shares.

 

(12) Seymour Silverstein 5348 Topanga Canyon Blvd # 206, Woodland Hills, CA has beneficial ownership of the shares.

  

(13) Does not include 142,857 shares of Class A common stock that K Laser may elect, in the exercise of its sole discretion, to purchase in this offering.

 

(14) Consists of shares issuable upon conversion of a $2,000,000 note convertible at a conversion price of $6.30 per share. Mim Holdings is a corporation owned by the Marlborough Brothers Family Trust, a trust established for the benefit of members of the families of Michael Pope and Adam Levin. Messrs. Pope and Levin disclaim any voting or dispositive power with respect to the shares issuable to Mim Holdings.

 

(15) Consists of 597,610 shares issuable upon exercise of a warrant issued to Dynamic Capital, LLC in October, 2016. Dynamic Capital is owned by the AEL Irrevocable Trust.

 

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DESCRIPTION OF CAPITAL STOCK

 

The following description of our capital stock is only a summary, and is qualified in its entirety by reference to the actual terms and provisions of the capital stock contained in our fourth amended and restated articles of incorporation and our bylaws.

 

As of the date of this prospectus, there are 5,151,184 shares of Class A common stock outstanding, held of record by 344 stockholders.

 

Our authorized capital stock consists of 250,000,000 shares, of which 150,000,000 are designated Class A common stock, par value $0.0001 per share; 50,000,000 are designated Class B common stock, par value $0.0001 per share; and 50,000,000 are designated preferred stock, all of which shares of preferred stock, subject to the next two sentences, shall remain undesignated until such time as the Board of Directors, by resolution or resolutions and the filing of a certificate pursuant to applicable laws of the State of Nevada establishes from time to time the number of shares to be included in each such series, and fixes the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. We have filed with the State of Nevada Certificates of Designation for each of Series A preferred stock, Series B preferred stock and Series C preferred stock. Pursuant to such Certificates of Designation, 250,000 shares are designated as Series A preferred stock, par value $0.0001 per share, 1,200,000 shares are designated as Series B preferred stock, par value $0.0001 per share and 270,000 shares are designated as Series C preferred s