Current Report Filing (8-k)
June 24 2020 - 1:14PM
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 11, 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 Entry into a Material Definitive Agreement.
Closing
on Overallotment Option in Public Offering
As previously announced,
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 up to $11,5000,000 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.
The Offering closed on June 11, 2020, with the sale of 13,333,333 shares of the Company’s Common Stock for gross proceeds
of $10 million, and on June 24, 2020, the Company closed on the $1,500,000 overallotment option (the “Overallotment
Option”) through the sale of an additional 1,999,667 shares at a price of $0.75 per share.
Maxim acted as sole book-running
manager and National Securities Corporation acted as a co-manager for the Offering. As compensation for underwriting the Overallotment
Option, the underwriters received an underwriting discount of 7%, equaling approximately $104,983.
Agreement
with Creditor
As
approved by the Company’s board of directors on June 22, 2020, the Company entered into an agreement (the “Agreement”)
with Everest Display, Inc., a Taiwan corporation (“EDI”), and EDI’s subsidiary, AMAGIC Holographics, Inc., a
California corporation (“AMAGIC”), effective June 11, 2020, pursuant to which EDI will forgive $1,000,000 in accounts
payable owed by the Company to EDI in exchange for the Company’s issuance of 869,565 shares (the “Shares”) of
its Class A common stock, par value $0.0001 per share, to AMAGIC at a $1.15 per share purchase price. The Shares are being issued
to AMAGIC pursuant to an exemption from registration provided by Rule 506 of Regulation D under Section 4(a)(2) of the Securities
Act of 1933, as amended.
The
foregoing description of the Agreement is qualified in its entirety by reference to such agreement, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
8.01 Other Events.
As
previously disclosed, on May 15, 2020, the Company received a letter from Nasdaq notifying the Company that we were no longer
in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq
Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least
$2,500,000.
On
June 11, 2020, we closed a public offering of equity securities (the “Public Offering”) in which we issued 13,333,333
shares of our Class A Common Stock, and on June 24, 2020, we closed on the overallotment option associated with the Public Offering
which resulted in the issuance of an additional 1,999,667 shares of our Common Stock. The Public Offering together with the overallotment
option resulted in gross proceeds of $11,500,000. As a result of the foregoing, the Company believes that, as of the date of this
Form 8-K, the Company has regained compliance with the stockholders’ equity requirement, and therefore satisfies the applicable
requirement for continued listing on The Nasdaq Capital Market. Nasdaq will continue to monitor the Company’s ongoing compliance
with the stockholders’ equity requirement and, if upon the filing of the Company’s Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2020 the Company does not evidence compliance, it may be subject to delisting.
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 24, 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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