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
|
|
8211
|
|
46-4116523
|
|
(State
of
Incorporation)
|
|
(Primary
Standard Industrial
Classification
Code Number.)
|
|
(IRS
Employer
Identification
No.)
|
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:
|
[ ]
|
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 $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 [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
|
Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
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.
|
Regulation
FD Disclosure.
|
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
|
Financial Statements and Exhibits.
|
|
|
|
|
(d)
|
Exhibits
|
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
|
|
|
|
|
|
BOXLIGHT CORPORATION
|
|
|
|
|
|
|
By:
|
/s/
Michael Pope
|
|
|
Name:
|
Michael Pope
|
|
|
Title:
|
President
|
|
Exhibit
10.1
|
|
Boxlight
Corporation
1045
Progress Circle
Lawrenceville,
GA 30043
www.boxlight.com
|
June
30, 2020
R.
Wayne Jackson
6500
Long Island Dr., NW
Atlanta,
GA 30328
Dear
Mr. Jackson:
This
letter will serve to outline our mutual agreement and understanding with regard to your appointment to the board of directors
(the “Board”) of Boxlight Corporation, a Nevada corporation (“Boxlight” or the “Company”).
It is understood that you will become a member of the Board of Boxlight effective as of the date of this letter agreement. You
will also serve as the Chair of the Audit Committee.
Boxlight’s
Class A Common Stock is listed on the Nasdaq Capital Market under the ticker symbol “BOXL.”
In
connection with this Board appointment, you agree to:
|
|
●
|
Include
in all required filings with the Securities and Exchange Commission (the “SEC”) the listing of your name as a
director of Boxlight;
|
|
|
|
|
|
|
●
|
Furnish
to Boxlight and its securities counsel your resume for at least the past five years for inclusion in the Company’s Form
10-K and other required filings;
|
|
|
|
|
|
|
●
|
Submit
to a background check; and
|
|
|
|
|
|
|
●
|
Complete
and submit to Boxlight’s counsel an officers and directors questionnaire.
|
As
Chair of the Audit Committee and financial expert, you certify that you meet the following requirements:
|
|
●
|
An
understanding of financial statement and US GAAP;
|
|
|
|
|
|
|
●
|
An
ability to assess the general application of US GAAP for estimates, accruals and reserves;
|
|
|
|
|
|
|
●
|
Experience
preparing, auditing, analyzing or evaluating financial statements of the same level of complexity as the issuer’s financial
statements, or experience actively supervising those who engaged in such activities; and
|
|
|
|
|
|
|
●
|
An
understanding of the audit committee’s functions.
|
These
attributes can be obtained by:
|
|
●
|
Education
and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor, or
experience in one or more positions that involve the performance of a similar function;
|
|
|
|
|
|
|
●
|
Experience
actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or
person performing similar functions; or
|
|
|
|
|
|
|
●
|
Experience
overseeing or assessing the performance of companies or public accountants in preparing, auditing or evaluation financial
statements.
|
In
consideration for your agreement to serve on the Board, Boxlight hereby agrees to grant to you $50,000 in Boxlight Restriced Stock
Units (the “RSUs”), in accordance with the terms of the 2014 Boxlight Corporation Stock Incentive Plan. The
RSUs will be calculated using the per share closing price on the date this agreement is signed and will vest quarterly over
a period of one year.
The
Company agrees to maintain not less than $5.0 million of officers and directors liability insurance coverage.
If
the above is acceptable, please so indicate by executing and returning a copy of this letter agreement in the space provided below.
Very
truly yours,
|
Michael
Pope
|
|
|
CEO
& Chairman
|
|
|
Boxlight
Corporation
|
|
|
|
|
|
ACCEPTED
AND AGREED
|
|
|
|
|
|
/s/
R. Wayne Jackson
|
|
|
R.
Wayne Jackson
|
|
Exhibit
10.2
|
|
Boxlight
Corporation
1045
Progress Circle
Lawrenceville,
GA 30043
www.boxlight.com
|
June
30, 2020
Chuck
Amos
3327
Tripoli Blvd.
Punta
Gorda, FL 33950
Re:
Boxlight Board of Directors
Dear
Mr. Amos:
This
letter will serve to outline our mutual agreement and understanding with regard to your appointment to the board of directors
(the “Board”) of Boxlight Corporation, a Nevada corporation (“Boxlight” or the “Company”).
It is understood that you will become a member of the Board of Boxlight effective as of the date of this letter agreement. You
will also serve as the Chair of the Nominating and Governance Committee.
Boxlight’s
Class A Common Stock is listed on the Nasdaq Capital Market under the ticker symbol “BOXL.”
In
connection with this Board appointment, you agree to:
|
|
●
|
Include
in all required filings with the Securities and Exchange Commission (the “SEC”) the listing of your name as a
director of Boxlight;
|
|
|
|
|
|
|
●
|
Furnish
to Boxlight and its securities counsel your resume for at least the past five years for inclusion in the Company’s Form
10-K and other required filings;
|
|
|
|
|
|
|
●
|
Submit
to a background check; and
|
|
|
|
|
|
|
●
|
Complete
and submit to Boxlight’s counsel an officers and directors questionnaire.
|
In
consideration for your agreement to serve on the Board, Boxlight hereby agrees to grant to you $50,000 in Boxlight Restriced Stock
Units (the “RSUs”), in accordance with the terms of the 2014 Boxlight Corporation Stock Incentive Plan. The
RSUs will be calculated using the per share closing price on the date this agreement is signed and will vest quarterly over
a period of one year.
The
Company agrees to maintain not less than $5.0 million of officers and directors liability insurance coverage.
If
the above is acceptable, please so indicate by executing and returning a copy of this letter agreement in the space provided below.
Very
truly yours,
|
Michael
Pope
|
|
|
CEO
& Chairman
|
|
|
Boxlight
Corporation
|
|
|
|
|
|
ACCEPTED
AND AGREED
|
|
|
|
|
|
/s/
Chuck Amos
|
|
|
Chuck
Amos
|
|
Exhibit
99.1
Boxlight
Announces the Appointment of Wayne Jackson and Charles Amos as Independent Board Members
Lawrenceville,
GA – Jul. 7, 2020 – Boxlight Corporation (NASDAQ: BOXL), a leading provider of interactive technology solutions
for the global education market, is pleased to announce the appointment of R. Wayne Jackson and Charles Amos as independent members
of its board of directors.
From
July 2015 to December 2019, Wayne 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 as 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 a CFO and partner at PwC qualify
him as a financial expert.
Charles
P. Amos is a 30-year veteran of the education market and has served in a number of leadership and board positions
during 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 now 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’s 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.
“On
behalf of Boxlight and the board of directors, I am pleased to welcome both Wayne and Charles to the board,” stated Boxlight
Chairman and CEO Michael Pope. “Both indivudals bring tremendous experience and I welcome their outside perspective and
governance as we navigate our next chapter as a company.”
As
a result of the director appointments, the Company now has seven directors including four independent directors and is in compliance
with Nasdaq Listing Rule 5605, which requires the Company to maintain a majority independent board of directors.
About
Boxlight Corporation: Boxlight Corporation (Nasdaq: BOXL) (“Boxlight”) is a leading provider of technology solutions
for the global education market. The company aims to improve learning and engagement in classrooms and to help educators enhance
student outcomes by developing the products they need. The company develops, sells and services its integrated, interactive solution
suite including software, classroom technologies, professional development and support 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, as well as business
uncertainty associated with the ongoing COVID-19 pandemic. Boxlight encourages you to review other factors that may affect its
future results in Boxlight’s filings with the Securities and Exchange Commission.
Contacts
Media
Sunshine
Nance
+1 360-464-2119 x254
sunshine.nance@boxlight.com
Investor
Relations
Michael
Pope
+1 360-464-4478
michael.pope@boxlight.com