PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
following table indicates the expenses to be incurred in connection with the offering described in this registration statement,
other than underwriting discounts and commissions, all of which will be paid by us. All amounts are estimated except the SEC registration
fee and the FINRA filing fee.
Item
|
|
Amount
|
|
SEC
registration fee
|
|
$
|
1,431.75
|
|
FINRA
filing fees
|
|
|
2,225
|
|
Accountants’
fees and expenses
|
|
|
25,000
|
|
Legal
fees and expenses
|
|
|
75,000
|
|
Underwriters’ reimbursable expenses, including legal fees
|
|
|
50,000
|
|
Transfer
Agent’s fees and expenses
|
|
|
1,500
|
|
Printing
and engraving expenses
|
|
|
3,500
|
|
|
|
|
|
|
Total
Expenses
|
|
$
|
158,656.75
|
|
Item
14. Indemnification of Directors and Officers.
We
are a Nevada corporation, and accordingly, we are subject to the corporate laws under the Nevada Revised Statutes. Article 9
of our Amended and Restated Articles of Incorporation, Article 8 of our by-laws and the Nevada Revised Business Statutes,
contain indemnification provisions.
Our
Amended and Restated Articles of Incorporation provides that we will indemnify, in accordance with our by-laws and to the fullest
extent permitted by the Nevada Revised Statutes or any other applicable laws, any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, including an action by or in the right
of the corporation, by reason of such person acting as a director or officer of the corporation or any of its subsidiaries against
any liability or expense actually and reasonably incurred by such person. We will be required to indemnify an officer or director
in connection with an action, suit or proceedings initiated by such person only if (i) such action, suit or proceeding was authorized
by the Board and (ii) the indemnification does no relate to any liability arising under Section 16(b) of the Exchange Act, as
amended, or rules or regulations promulgated thereunder. Such indemnification is not exclusive of any other right to indemnification
provided by law or otherwise. Indemnification shall include payment by us of expenses in defending an action or proceeding in
advance of final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such
payment if it’s ultimately determined that such person is not entitled to indemnification.
We
have entered into indemnification agreements with each of our directors and officers. These indemnification agreements require
us, among other things, to indemnify our directors and officers for some expenses, including attorneys’ fees, judgments,
fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as
one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services
at our request.
We
maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising
out of claims based on acts or omissions in their capacities as directors or officers.
In
any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters
will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning
of the Securities Act of 1933, as amended, or the Securities Act, against certain liabilities.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Please read “Item 17. Undertakings”
for more information on the SEC’s position regarding such indemnification provisions.
Item
15. Recent Sales of Unregistered Securities.
Set
forth below is information regarding all securities issued by us within the past three years. Also included is the consideration
received by us for such securities, if any, and information relating to the section of the Securities Act, or rule of the SEC,
under which exemption from registration was claimed.
In
April 2016 and in connection with the acquisition of Mimio, we issued a $2,000,000 note payable to Marlborough Brothers Family
Trust. In August 2017, the note was converted into 330,135 shares. Marlborough Brothers Family Trust is 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. The notes were issued pursuant to an exemption from registration under section 4(2) of the Securities Act.
On
September 29, 2016, we issued a $2,000,000 convertible promissory note to Everest Display Technologies, Inc. (“EDI”)
in payment of a portion of accrued accounts payable owed to EDI. The note was converted into 327,027 shares. The note was issued
pursuant to an exemption from registration under section 4(2) of the Securities Act.
On
September 29, 2016, K Laser International, Inc., an affiliate of EDI, purchased for $1,000,003, an aggregate of 178,572 shares
of our Class A common stock. The shares were issued pursuant to an exemption from registration under section 4(2) of the Securities
Act. In addition, Boxlight Parent also sold additional 18,014 and 33,865 shares of Class A common stock for $19,000 and $200,004
in September and November 2016, respectively.
In
October and November, 2016, Boxlight Parent issued to 5 accredited investors (including Mark Elliott, our Chief Executive Officer)
an aggregate of 204,650 additional shares of our Class A common stock at a price of $1.055 per share. The purpose of the issuances
of these $1.055 Shares was intended to reduce debt and related obligations aggregating $215,829 that was owed to such individuals.
In October 2016, Boxlight Parent issued additional 3,556 shares at $5.91 per share to settle accounts payable of $21,000.
In
connection with the May 2018 acquisition of Cohuborate Ltd., Boxlight Parent issued 257,200 shares of its Class A Common Stock
to the three shareholders of Cohuborate, Ltd.
On
May 16, 2018, the Company entered into an unsecured promissory note agreement for $500,000 with a third-party lender. The note
bears an interest rate of 7% and matures on February 16, 2019. In addition, the Company issued 5,715 shares of its Class A common
stock to the lender. If the Company fails to pay the note on the maturity date, the note may be converted into its Class A common
stock at a price of $4.00 per share at the option of the holder.
In
connection with the June 2018 acquisition of Qwizdom, Inc and its subsidiary Qwizdom UK Limited, Boxlight Parent issued 142,857
shares of its Class A Common Stock to the two shareholders of Qwizdom, Inc.
In
connection with the August 2018 acquisition of EOSEDU, LLC (“EOS Education”), Boxlight Parent issued 100,000 shares
of its Class A Common Stock to the two shareholders of EOS Education.
The
above securities were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.
Item
16. Exhibits and Financial Statement Schedules.
(a)
Exhibits.
See
the Exhibit Index attached to this registration statement, which is incorporated by reference herein.
(b)
Financial Statement Schedules.
All
schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
Item
17. Undertakings.
The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made pursuant to this Registration Statement, a post-effective amendment
to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20.0% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(5)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions described in Item 15 above, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(6)
That for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser
(7)
The undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(I) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.