Current Report Filing (8-k)
June 09 2020 - 2:11PM
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): June 8, 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
1.01
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Entry
into a Material Definitive Agreement.
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On
June 8, 2020, Boxlight Corporation, a Nevada corporation (the “Company”), entered into an underwriting agreement (the
“Underwriting Agreement”) with Maxim Group, LLC, a Delaware limited liability company (“Maxim”), pursuant
to which Maxim agreed to underwrite the public offering (the “Offering”) of 13,333,333 shares (the “Shares”)
of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), at a public offering
price of $0.75 per share. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional
2,000,000 shares of Class A common stock at the public offering price less discounts and commissions. Maxim is acting as sole-bookrunner
and National Securities Corporation (“National”) is acting as co-manager for the Offering. Gross
proceeds, before underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $10.0
million. As compensation for underwriting the Offering, Maxim will receive an underwriting discount of 7% and will also be reimbursed
for up to $85,000 in underwriting expenses.
The
offering is being conducted pursuant to the Company’s registration statement on Form S-1 (File No. 333-238634) previously
filed with and subsequently declared effective by the Securities and Exchange Commission (“SEC”). A prospectus relating
to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. Electronic
copies of the prospectus relating to this offering may be obtained from Maxim Group LLC, 405 Lexington Avenue, 2nd Floor, New
York, NY 10174, at (212) 895-3745.
The
offering is expected to close on or about June 11, 2020, subject to customary closing conditions. The foregoing description of
the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached
hereto as Exhibit 10.1 and incorporated by reference herein.
Simultaneous
with the Company’s entry into the Underwriting Agreement, the Company issued a press release announcing the pricing of the
Offering. A copy of the press release is filed herewith as Exhibit 99.1.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
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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:
June 9, 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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