Item
1.01 Entry Into Material Definitive Agreements.
On July 28, 2020, Boxlight
Corporation, a Delaware corporation (“Boxlight”), entered into an underwriting agreement (the “Underwriting Agreement”)
with Maxim Group LLC (“Maxim”) pursuant to which the Company agreed to sell to the underwriters in a firm commitment
underwritten public offering (the “Offering”) an aggregate of 15,000,000 shares of the Company’s Class A common
Stock, par value $0.0001 per share (the “Common Stock”), at a price to the public of $2.00 per share. In addition,
pursuant to the terms of the Underwriting Agreement, the Company has granted the underwriters a 45-day option to purchase an additional
2,250,000 shares of Common Stock to cover over-allotments, if any. Maxim acted as sole book-running manager and National Securities
Corporation acted as a co-manager in the Offering.
The underwriters will
be paid a commission totalling 7.0% of the gross proceeds of the Offering and will be reimbursed for up to $65,000 in expenses,
pursuant to the terms of the Underwriting Agreement. As such, the net proceeds to the Company from the Offering are expected to
be approximately $27,770,000, after deducting underwriting discounts and commissions and estimated expenses payable by the Company,
and assuming no exercise of over-allotment option. The transactions contemplated by the Underwriting Agreement are expected to
close on or about July 31, 2020.
The
Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (SEC File No. 333-239939)
(the “Registration Statement”) and the related base prospectus included therein, as supplemented by the prospectus
supplement dated July 28, 2020 (the “Preliminary Prospectus”) and the final prospectus supplement, filed July
29, 2020 (the “Final Prospectus” and collectively with the Preliminary Prospectus, the “Prospectus”).
The legal opinion and consent of Michelman & Robinson LLP addressing the validity of the Common Stock sold in the Offering
is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, including customary conditions
to closing, indemnification obligations of the Company and the Underwriters, and other obligations. The Company has agreed, for
a period of 120 days following entry into the Underwriting Agreement, to, among other things, not offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file a subsequent registration statement
with the SEC to register the Company’s securities, unless they obtain written consent from the Representative.
The
foregoing description of the terms of the Underwriting Agreement does not purport to be compete and is qualified in its entirety
by reference to such document, which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated into
this Item 1.01 by reference.
This
Current Report contains forward-looking statements that involve risk and uncertainties, such as statements related to the amount
of net proceeds expected from the Offering. The risks and uncertainties involved include various risks detailed in the Prospectus
and the Company’s SEC filings.