Current Report Filing (8-k)

Date : 03/23/2020 @ 10:06AM
Source : Edgar (US Regulatory)
Stock : Boxlight Corporation (BOXL)
Quote : 0.5701  -0.0129 (-2.21%) @ 11:00PM
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Current Report Filing (8-k)

 

 

 

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): March 20, 2020

 

BOXLIGHT CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada   8211   46-4116523

(State of

Incorporation)

 

(Primary Standard Industrial

Classification Code Number.)

 

(IRS Employer

Identification No.)

 

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:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock $0.0001 per share   BOXL   The Nasdaq Stock Market LLC

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 20, 2020, Boxlight Corporation, a Nevada corporation (the “Corporation”), announced that its Chairman and Chief Executive Officer, Harold Bevis, would be stepping down from his position as Chairman and Chief Executive Officer. Michael Pope, the Corporation’s President and a director, has been appointed to the positions of Chairman and Chief Executive Officer. Mr. Pope will continue to serve as President of the Corporation. Mr. Bevis stepped down from the executive roles in order to begin employment at another company and not due to any disagreement with the Corporation.

 

Simultaneous with his appointment as Chairman and Chief Executive Officer, Mr. Pope entered into an amended and restated employment agreement with the Corporation, dated March 20, 2020 (the “Employment Agreement”). Under the terms of the Employment Agreement, Mr. Pope will receive a salary of $300,000 per year, along with a target annual performance bonus of $300,000 per year, with a maximum annual bonus of up to $600,000, subject to the Corporation achieving certain performance targets set by the Corporation’s board of directors. In addition, Mr. Pope will receive 186,484 shares (the “Shares”) of the Corporation’s restricted Class A common stock, which Shares will vest in equal installments over a period of 12 months. The initial term of the Employment Agreement is effective through December 31, 2021 and is renewable on mutual agreement of the Corporation and Mr. Pope.

 

The foregoing description of the Employment Agreement is qualified in its entirety by reference to such agreement, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

 

On March 20, 2020, Boxlight issued a press release announcing the appointment of Mr. Pope to the positions of Chairman and Chief Executive Officer. A copy of the press release is furnished herewith as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.
   
(d) Exhibits

 

Exhibit No.   Description
     
10.1   Employment Agreement, dated March 20, 2020, between Boxlight Corporation and Michael Pope.
99.1   Press Release, dated March 20, 2020.

 

 
 

 

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: March 20, 2020  
   
BOXLIGHT CORPORATION  
   
By: /s/ Takesha Brown  
Name: Takesha Brown  
Title: Chief Financial Officer  

 

 

 

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