Current Report Filing (8-k)
July 07 2020 - 8:31AM
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 30, 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
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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On
June 30, 2020, Boxlight Corporation, a Nevada corporation (the “Company”), appointed two new independent directors,
R. Wayne Jackson and Charles P. Amos, to the Company’s board of directors (the “Board”). The Board has determined
that each of Messrs. Jackson and Amos qualify as an “Independent Director” under Nasdaq Rule 5605(a)(2) and Rule 10A-3(b)(1)
of the Securities and Exchange Act, as amended. In addition, Mr. Jackson, a certified public accountant, qualifies as a “financial
expert” as set forth in Rule 407(d)(5)(ii) and (iii) of Regulation S-K, and thus has been appointed to the position of chairman
of the Company’s Audit Committee. Mr. Amos has been appointed to serve on the Company’s Nominating and Corporate Governance
Committee. As compensation for their service as directors on the Company’s Board, each of Messrs. Jackson and Amos
will receive 50,000 restricted stock units, issuable pursuant to the corporations 2014 Stock Incentive Plan. A copy of each of
Messrs. Jackson’s and Amos’s letter agreements with the Company, dated June 30, 2020, are attached hereto as
Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
The
biographical information of each of Messrs. Amos and Jackson are set forth below.
R.
Wayne Jackson. From July 2015 to December 2019, Mr. Jackson served as the Chief Financial Officer of Secureworks Corp.
Before joining Secureworks Corp., from May 2003 until June 2015, Mr. Jackson was a partner at PricewaterhouseCoopers, LLP, an
independent registered public accounting firm (“PwC”). At PwC, Mr. Jackson was the lead engagement partner for a number
of the firm’s largest public company clients before leaving the firm in June 2015. In addition, he served as the global
leader of PwC’s Entertainment and Media Group from June 2004 through June 2007. Mr. Jackson also served at PwC in a variety
of roles between July 1979 and January 2000, including a partner in its Entertainment, Media and Communications group from 1991
through 1999. From January 2000 to October 2002, Mr. Jackson was Chief Financial Officer and Senior Vice President of Concert
Communications Services (“Concert”), a global joint venture created by AT&T Inc. and British Telecommunications
plc, two global telecommunications companies. In his role as Chief Financial Officer of Concert, Mr. Jackson was responsible for
all finance, treasury, budget, planning and forecast functions for the company. Mr. Jackson is a certified public accountant,
and his experiences as an experienced CFO and partner at PwC qualify him as a financial expert.
Charles
P. Amos. Mr. Amos is a 30-year veteran of the education market and has served in a number of leadership
and board positions over that time. Most recently Mr. Amos served as the CEO of GuideK12, a K-12 education
focused data analytics company from June 2012 to February of 2020. GuideK12 was acquired by Forecast 5 where Mr. Amos serves
as Senior Managing Director ensuring a smooth transition for the acquisition. He also has been CEO of The Amos Group since
August of 2007. Prior to 2008, Mr. Amos served as the CEO and Chairman of Atomic Learning (now called Hoonuit), as well as serving
in sales leadership positions at Apple and EdTech, LLC. Mr. Amos received a B.S. in Business with an emphasis on finance. Mr.
Amos’ 30 years of experience in the US and international K-12 market and his long track record as a successful
entrepreneur makes him ideally suited to and valued as a member of our board of directors.
There
are no family relationships between either Mr. Jackson or Mr. Amos and the Company and neither has engaged in any related party
transactions with the Company.
Following
the Company’s appointment of Messrs. Jackson and Amos to the Company’s Board, the Company has now regained compliance
with Nasdaq Listing Rule 5605, the requirement to maintain a majority independent board of directors.
Item
7.01.
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Regulation
FD Disclosure.
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On
July 7, 2020, the Company issued a press release announcing the appointment of Messrs. Jackson and Amos to the Company’s
Board. A copy of the press release is furnished 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:
July 7, 2020
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BOXLIGHT CORPORATION
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By:
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/s/
Michael Pope
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Name:
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Michael Pope
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Title:
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President
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