Current Report Filing (8-k)
January 28 2020 - 5:01PM
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): January 23, 2020
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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock $0.0001 per share
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BOXL
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On
January 23, 2020, Boxlight Corporation, a Nevada corporation (the “Company”) was notified by the Nasdaq Stock Market,
LLC (“Nasdaq”) of the Company’s noncompliance with the continued listing requirements set forth in Nasdaq Listing
Rules 5605(b)(1) and 5605(c)(2) as a result of the Company’s board of directors no longer being comprised of a majority
of independent directors and its audit committee consisting of only two independent directors. These deficiencies came about as
a result of the Company’s appointment of its independent director and audit committee chair, Harold Bevis, to the position
of the Company’s Chairman and Chief Executive Officer, thus causing the board of directors to no longer be independent and
the audit committee to be short one independent director.
The
Company has been aware of these deficiencies and is working to rectify such deficiencies by locating and appointing two independent
directors who will be qualified to serve on the board of directors, at least one of whom will qualify under the Nasdaq Listing
Rules to serve as audit committee chairman.
Nasdaq
has been informed of the Company’s plans and Nasdaq has granted the Company 45 days, or until March 9, 2020, to either regain
compliance or submit to Nasdaq a letter detailing how the Company intends to regain compliance, in which case Nasdaq has indicated
to the Company that it may be granted up to an additional 180 days to regain compliance with the Nasdaq Listing Rules. The Company
is confident that it will regain compliance within the allotted time frame set forth by Nasdaq’s Listing Qualification Department.
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:
January 28, 2020
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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
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Title:
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Chief
Financial Officer
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