Current Report Filing (8-k)
March 23 2020 - 6:06AM
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): March 20, 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
March 20, 2020, Boxlight Corporation, a Nevada corporation (the “Corporation”), announced that its Chairman and Chief
Executive Officer, Harold Bevis, would be stepping down from his position as Chairman and Chief Executive Officer. Michael Pope,
the Corporation’s President and a director, has been appointed to the positions of Chairman and Chief Executive Officer.
Mr. Pope will continue to serve as President of the Corporation. Mr. Bevis stepped down from the executive roles in order to begin
employment at another company and not due to any disagreement with the Corporation.
Simultaneous
with his appointment as Chairman and Chief Executive Officer, Mr. Pope entered into an amended and restated employment agreement
with the Corporation, dated March 20, 2020 (the “Employment Agreement”). Under the terms of the Employment Agreement,
Mr. Pope will receive a salary of $300,000 per year, along with a target annual performance bonus of $300,000 per year, with a
maximum annual bonus of up to $600,000, subject to the Corporation achieving certain performance targets set by the Corporation’s
board of directors. In addition, Mr. Pope will receive 186,484 shares (the “Shares”) of the Corporation’s restricted
Class A common stock, which Shares will vest in equal installments over a period of 12 months. The initial term of the Employment
Agreement is effective through December 31, 2021 and is renewable on mutual agreement of the Corporation and Mr. Pope.
The
foregoing description of the Employment Agreement is qualified in its entirety by reference to such agreement, which is attached
as Exhibit 10.1 hereto and is incorporated herein by reference.
Item
7.01.
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Regulation
FD Disclosure.
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On
March 20, 2020, Boxlight issued a press release announcing the appointment of Mr. Pope to the positions of Chairman and Chief
Executive Officer. 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:
March 20, 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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