AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of report (date of earliest event reported): June 8, 2020
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communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
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registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered|
Stock $0.0001 per share
Nasdaq Stock Market LLC|
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).
growth company [X]
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. [ ]
into a Material Definitive Agreement.|
June 8, 2020, Boxlight Corporation, a Nevada corporation (the “Company”), entered into an underwriting agreement (the
“Underwriting Agreement”) with Maxim Group, LLC, a Delaware limited liability company (“Maxim”), pursuant
to which Maxim agreed to underwrite the public offering (the “Offering”) of 13,333,333 shares (the “Shares”)
of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), at a public offering
price of $0.75 per share. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional
2,000,000 shares of Class A common stock at the public offering price less discounts and commissions. Maxim is acting as sole-bookrunner
and National Securities Corporation (“National”) is acting as co-manager for the Offering. Gross
proceeds, before underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $10.0
million. As compensation for underwriting the Offering, Maxim will receive an underwriting discount of 7% and will also be reimbursed
for up to $85,000 in underwriting expenses.
offering is being conducted pursuant to the Company’s registration statement on Form S-1 (File No. 333-238634) previously
filed with and subsequently declared effective by the Securities and Exchange Commission (“SEC”). A prospectus relating
to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. Electronic
copies of the prospectus relating to this offering may be obtained from Maxim Group LLC, 405 Lexington Avenue, 2nd Floor, New
York, NY 10174, at (212) 895-3745.
offering is expected to close on or about June 11, 2020, subject to customary closing conditions. The foregoing description of
the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached
hereto as Exhibit 10.1 and incorporated by reference herein.
with the Company’s entry into the Underwriting Agreement, the Company issued a press release announcing the pricing of the
Offering. A copy of the press release is filed herewith as Exhibit 99.1.
Statements and Exhibits.|
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.
June 9, 2020