Form 8-K - Current report

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): January 4, 2024

BOXLIGHT CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		001-37564		36-4794936
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2750 Premiere Parkway, St. 900

Duluth, Georgia

30097

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (678 ) 367-0809

Not Applicable

(Former name or former address, if changed since last report)

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, par value $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 ¨

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 2.02 Results of Operations and Financial Condition.

On January 5, 2024, Boxlight Corporation (the “Company”) issued a press release in connection with certain changes in its senior executive management relating to the matters disclosed in Item 5.02 below, which also included certain preliminary information concerning the Company’s fourth quarter 2023 financial results. A copy of the press release is furnished herewith as Exhibit 99.1 and the portion of the press release concerning the Company’s financial results is incorporated in this Item 2.02 by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information may be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), only if and to the extent that such subsequent filing specifically references such information.

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

On January 4, 2024, the Board of Directors (the “Board”) of the Company appointed Dale Strang, a current member of the Board, to serve as the Company’s interim Chief Executive Officer and principal executive officer, effective immediately. Mr. Strang will be replacing Michael Pope, whose last day as an employee of the Company will be January 12, 2024. Mr. Pope will no longer serve as Chairman of the Board, but will remain as a member of the Board.

Mr. Strang, age 64, has served on the Board since August 2017 and has served as Chairman of the Compensation Committee since 2021 and as a member of the Audit Committee and the Nominating & Corporate Governance Committee since 2017. Most recently, he served as Vice President of Strategic Partnerships for Johnson Controls International plc, a global producer of building products and systems, from June 2018 to July 2023. Previously, he was Senior Vice President, Media Strategy & Operations for Healthline Media. Before that, Mr. Strang was President and CEO of SpinMedia and, prior to SpinMedia, of Viximo, Inc. He also previously served as Executive Vice President & General Manager for IGN Entertainment, Inc., playing a key role in growing IGN until it was sold to News Corporation’s Fox Interactive Media unit for approximately $650 million in 2005. He is an accomplished technology, media and entertainment executive with over 30 years of experience, including more than 20 years at the senior management level, leading organizations through periods of innovation, growth and turnaround. Mr. Strang has also served as advisor or board member to numerous companies.

As of the filing of this Current Report on Form 8-K (this “Report”), the Compensation Committee has not finalized compensation arrangements for Mr. Strang in connection with his appointment as interim Chief Executive Officer. The Company will provide this information by filing an amendment to this Report after the information is determined or becomes available.

In a related development, R. Wayne Jackson, a current member of the Board, was appointed as Chairman of the Board.

Item 7.01 Regulation FD Disclosure.

Exhibit 99.1 is incorporated in this Item 7.01 by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. Such information may be incorporated by reference in another filing under the Exchange Act or the Securities Act, only if and to the extent that such subsequent filing specifically references such information.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
99.1		Press release, dated January 5, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: January 5, 2024	Boxlight Corporation

	By:	/s/ Dale Strang
		Dale Strang Chief Executive Officer
		(Duly Authorized Officer)

Exhibit 99.1

Boxlight Corporation Board of Directors Announces Leadership Changes

Independent Director Dale Strang Appointed as Interim CEO; Michael Pope Departs as Chief Executive Officer

Wayne Jackson Appointed Chairman of the Board

Company Targets Operational Improvements in Anticipation of Expected Acceleration in Market Demand

January 5, 2024 - Duluth, Georgia - Boxlight Corporation (Nasdaq: BOXL), a leader in interactive technology, digital signage, classroom audio, campus communication and services, today announced that its Board of Directors has named independent director Dale Strang as interim Chief Executive Officer, effective immediately. Mr. Strang succeeds Michael Pope, whose last day as an employee of Boxlight will be January 12, 2024. In addition, R. Wayne Jackson has been elected as non-executive Chairman of the Boxlight Board of Directors, effectively immediately.

Mr. Strang is an accomplished consumer technology, media and entertainment executive with over 35 years of experience leading organizations through periods of innovation, growth and turnaround. This includes senior roles, with profit and loss management, at Johnson Controls, Ziff-Davis, Fox Interactive, Healthline Media and SpinMedia. Mr. Strang has been a director of Boxlight since 2017 and has served on multiple committees, including as chair of the Company’s compensation committee.

“Boxlight has grown by acquiring high-quality assets that are relevant and complimentary,” commented Mr. Jackson. “We are committed to further integrate those assets and better streamline our operations to drive improved financial results, which have underachieved our expectations over the last several quarters. Dale brings a wealth of operational expertise, overseeing profitable growth at large organizations, and he has built significant knowledge of Boxlight as an independent director. These factors make him the ideal candidate to serve as interim CEO during this next phase in our evolution, supporting the best interests of the Company and our stockholders.”

“Boxlight is a great company, with award-winning technology, outstanding team members and a global network of valuable partners, well-positioned in a growing industry,” commented Mr. Strang. “Both the education and enterprise markets we are serving are large and benefiting from meaningful tailwinds, including investments in immersive and interactive technology such as ours.” Continued Mr. Strang, “We are refocusing to maximize customer value with our suite of hardware and software solutions, which in turn will create sustainable value for all our stakeholders.”

Market Commentary

Boxlight continues to experience short-term market softness, extended sales cycles and revenue headwinds that appear to have continued in the fourth quarter. As a result, our preliminary expectations, which remain subject to adjustment as the Company continues to close its books for the fourth quarter, are that revenue for the quarter will be in the range of $36 million to $38 million. Management also expects that adjusted EBITDA will be significantly lower than in the fourth quarter of 2022, in large part due to the lower revenue. Nonetheless, heading into 2024, management believes there are multiple opportunities for growth and market share expansion in both existing and emerging markets.

New leadership intends to focus on improved operating results, both in the short-term and longer-term, with the goal of continued margin expansion, disciplined expense management and resource allocation. Management expects to more effectively leverage market data to target expansion initiatives and investments, deeper integration of Boxlight product lines and targeted expense reductions.

Additional details about the leadership change will be included in a Form 8-K, filed with the Securities and Exchange Commission.

About Boxlight Corporation
Boxlight Corporation (Nasdaq: BOXL) is a leading provider of interactive technology, digital signage, and campus audio, and services under its award-winning brands Mimio^®,Clevertouch^® Technologies, FrontRow, and EOS Education. The Company aims to improve engagement and communication in diverse business and education environments. Boxlight develops, sells, and services its integrated solution suite including interactive displays, digital signage, collaboration software, supporting accessories and professional services. For more information about the Boxlight story, visit http://www.boxlight.com

Forward Looking Statements
This press release may contain information about Boxlight's view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements because of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to maintain and grow its business, variability of operating results, its development and introduction of new products and services, marketing and other business development initiatives, competition in the industry, etc. You should not put undue reliance on any forward-looking statements and Boxlight urges investors to carefully review the disclosures Boxlight makes concerning risk and uncertainties in Item 1A: “Risk Factors” in Boxlight’s Annual Report on Form 10-K for the year ended December 31, 2022, as such factors may be updated from time to time in Boxlight’s filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Except as required by law, Boxlight undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts

Media

Sunshine Nance – VP Global Marketing & Communications
+1 360-464-2119 x254
sunshine.nance@boxlight.com

Investor Relations

Greg Wiggins
+1 360-464-4478
investor.relations@boxlight.com

Rob Fink / Jeffrey Stanlis

FNK IR

646.809.4048 / 646.969-9996

boxl@fnkir.com

Cover	Jan. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 04, 2024
Entity File Number	001-37564
Entity Registrant Name	BOXLIGHT CORPORATION
Entity Central Index Key	0001624512
Entity Tax Identification Number	36-4794936
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2750 Premiere Parkway, St. 900
Entity Address, City or Town	Duluth
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30097
City Area Code	678
Local Phone Number	367-0809
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	BOXL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false