Current Report Filing (8-k)
October 17 2019 - 9:20AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported): October 15, 2019
BOXLIGHT
CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
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8211
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46-4116523
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(State
of
Incorporation)
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(Primary
Standard Industrial
Classification
Code Number.)
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(IRS
Employer
Identification
No.)
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BOXLIGHT
CORPORATION
1045
Progress Circle
Lawrenceville,
Georgia 30043
(Address
Of Principal Executive Offices) (Zip Code)
678-367-0809
(Registrant’s
Telephone Number, Including Area Code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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Effective October 15,
2019, the board of directors (the “Board”) of Boxlight Corporation (the “Company”) accepted the
resignation of Steve Hix, a member of the Board and chairman of the Company’s audit committee. Mr.
Hix’s resignation was for personal reasons and not due to any dispute with the Company. In Mr. Hix’s
absence, Harold Bevis, a current member of the Company’s Board who meets the Nasdaq definition of “Independent
Director,” will assume the role of chairman of the Company’s audit committee. With his more than 15 years
of experience serving in positions of chief executive officer and chief financial officer, and his
significant experience serving on public company boards, including more than 15 years serving on audit committees, we
believe Mr. Bevis is qualified as a financial expert for the role of audit committee chair.
Effective
October 15, 2019, the Board appointed James Clark to
serve as an independent director to fill the vacancy created following Mr. Hix’s resignation from the Board. The Board has
determined that Mr. Clark qualifies as an “Independent Director” under Nasdaq Rule 5605(a)(2) and Rule 10A-3(b)(1)
of the Securities and Exchange Act, as amended. Since 2012, Mr. Clark has served as CEO of the Boys & Girls Clubs of America
(“BGCA”), the world’s largest network of facilities-based youth development organizations. Prior to his appointment
as CEO of BGCA, Mr. Clark spent eight years as President of Boys & Girls Clubs of Greater Milwaukee and served as board member
of that organization for the 10 years prior to that. Mr. Clark is a graduate of the University of Wisconsin, where he received
a Bachelor of Business Administration. As compensation for his service on the Board, Mr. Clark will receive stock options (“Options”)
valued at $100,000 which will vest over four quarters.
There
are no family relationships between Mr. Clark and the Company and Mr. Clark has not engaged in any related party transactions.
Item
7.01
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Regulation
FD Disclosure.
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On
October 17, 2019, the Company issued a press release announcing Mr. Clark’s appointment to the Company’s Board. A
copy of the press release is attached hereto as Exhibit 99.1.
Item
9.01
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Financial
Statements and Exhibits.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
October 17, 2019
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BOXLIGHT
CORPORATION
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By:
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/s/
Takesha Brown
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Name:
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Takesha
Brown, Chief Financial Officer
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