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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 13, 2023
BOXLIGHT CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 001-37564 | 46-4116523 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2750 Premiere Parkway, Ste. 900
Duluth, Georgia 30097
(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 ¨
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 3.03 | Material Modification to Rights of Security Holders. |
The board of directors (“Board”) of Boxlight Corporation, a Nevada corporation (the “Company”), has approved a reverse stock split of the Company’s authorized, issued and outstanding shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), at a ratio of 1-for-8 (the “Reverse Stock Split”). The Reverse Stock Split will become effective as of 5:01 p.m. eastern standard time on June 14, 2023, and the Class A Common Stock will open for trading on The Nasdaq Stock Exchange (“NASDQ”) on a reverse split-adjusted basis on June 15, 2023 under the existing trading symbol “BOXL” (the “Effective Date”). The Reverse Stock Split will be effectuated by the filing of a Certificate of Change with the Nevada Secretary of State (the “Certificate”), a copy of which Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Reason for the Reverse Stock Split.
The Company is effectuating the Reverse Stock Split in order to raise the per share bid price of the Company’s Class A Common Stock above $1.00 per share and bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). The Company will have regained compliance once the Company’s Class A Common Stock trades at or above $1.00 for a minimum of 10 consecutive trading days, at which time Nasdaq will provide the Company with notice that it has regained compliance.
Effects of the Reverse Stock Split.
At the Effective Date, every eight (8) shares of the Class A Common Stock issued and outstanding or held as treasury stock will be automatically reclassified into one (1) new share of Class A Common Stock. The total number of shares of Class A Common Stock authorized for issuance will then be reduced by a corresponding proportion from 150,000,000 shares to 18,750,000 shares of Class A Common Stock. The par value per share of the Class A Common Stock will remain unchanged at $0.0001 per share. The new CUSIP number for the Class A Common Stock following the Reverse Stock Split will be 103197208.
As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of Class A Common Stock underlying the Company’s outstanding equity awards and the number of shares issuable under the Company’s equity incentive plans and certain existing agreements, as well as the exercise, grant and acquisition prices of such equity awards, as applicable. In addition, proportionate adjustments will be made to the Company’s outstanding warrants, resulting in each warrant becoming exercisable for one eighth (1/8th) of a share of Class A Common Stock. Furthermore, proportionate adjustments will be made to the conversion factor at which the Company’s Series B and Series C Convertible Preferred Stock, each with a stated or liquidation value of $10 per share (the “Series B and C Preferred Stock”), may be converted to Class A Common Stock. The total number of shares of preferred stock of Boxlight authorized for issuance will remain at 50,000,000 shares.
No fractional shares will be issued in connection with the Reverse Stock Split. Fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share.
VStock Transfer, LLC is acting as transfer and exchange agent for the Reverse Stock Split. Registered shareholders who hold shares of Class A Common Stock are not required to take any action to receive post-Reverse Stock Split shares. Shareholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.
Nevada State Filing.
The Company effected the Reverse Stock Split pursuant to the filing of the Certificate with the Secretary of State of the State of Nevada on July 13, 2023, in accordance with Nevada Revised Statutes (“NRS”) Section 78.209. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
No Stockholder Approval Required.
Under Nevada law, because the Reverse Stock Split was approved by the Board of the Company in accordance with NRS Section 78.207, no stockholder approval is required. Pursuant to NRS Section 78.207, the Company may effectuate a Reverse Stock Split without stockholder approval if (i) both the number of authorized shares of the Common Stock and the number of issued and outstanding shares of the Common Stock are proportionally reduced as a result of the Reverse Stock Split; (ii) the Reverse Stock Split does not adversely affect any other class of stock of the Company; and (iii) the Company does not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. As described herein, the Reverse Stock Split complies with such requirements.
Immediately after effecting the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of the Company’s Class A Common Stock will be substantially unaffected by the Reverse Stock Split.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03. A copy of the Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K.
| Item 8.01 | Other Events. |
On June 13, 2023, the Company issued a press release disclosing the Reverse Stock Split and the effects thereof. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Certificate of Change, filed on June 13, 2023 | |
| 99.1 | Press Release, dated June 13, 2023 | |
| 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.
| Dated: June 13, 2023 | ||
| BOXLIGHT CORPORATION | ||
| By: | /s/ Michael Pope | |
| Name: | Michael Pope | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
FRANCISCO V. AGUILAR Secretary of State GABRIEL DI CHIARA Chief Deputy STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 Business Entity - Filing Acknowledgement 06/13/2023 Work Order Item Number: W2023061300369-2966844 Filing Number: 20233263031 Filing Type: Certificate Pursuant to NRS 78.209 Filing Date/Time: 6/13/2023 8:40:00 AM Filing Page(s): 1 Indexed Entity Information: Entity ID: E0482222014-8 Entity Name: BOXLIGHT CORPORATION Entity Status: Active Expiration Date: None Commercial Registered Agent C T CORPORATION SYSTEM 701 S CARSON ST STE 200, Carson City, NV 89701, USA The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording Division 202 N. Carson Street
Filed in the Office of Secretary of State State Of Nevada Business Number E0482222014-8 Filing Number 20233263031 Filed On 6/13/2023 8:40:00 AM Number of Pages 1 FRANCISCO V. AGUILAR Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate of Change Pursuant to NRS 78.209 TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT INSTRUCTIONS: 1. Enter the current name as on file with the Nevada Secretary of State and enter the Entity or Nevada Business Identification Number (NVID). 2. Indicate the current number of authorized shares and par value, if any, and each class or series before the change. 3. Indicate the number of authorized shares and par value, if any of each class or series after the change. 4. Indicate the change of the affected class or series of issued, if any, shares after the change in exchange for each issued share of the same class or series. 5. Indicate provisions, if any, regarding fractional shares that are affected by the change. 6. NRS required statement. 7. This section is optional. If an effective date and time is indicated the date must not be more than 90 days after the date on which the certificate is filed. 8. Must be signed by an Officer. Form will be returned if unsigned. 1. Entity Information: Name of entity as on file with the Nevada Secretary of State: lsoxuGHT CORPORATION - I Entity or Nevada Business Identification Number (NVID): NV20141594766 I 2. Current Authorized The current number of authorized shares and the par value, if any, of each class or series, if Shares: any, of shares before the change: (i) 150,000,000 shares of Class A voting Common Stock, par value $0.0001 per share; (ii) 50,000,000 shares of Class B non-voting Common Stock, par value $0.0001 per share; and (iii) 50 ,000,000 shares of Serial Preferred Stock, par value $0 .0001 per share. 3. Authorized Shares The number of authorized shares and the par value, if any, of each class or series, if any, of After Change: shares after the change: (i) 18,750,000 shares of Class A voting Common Stock, par value $0.0001 per share; (ii) 50 ,000 ,000 shares of Class B non-voting Common Stock, par value $0.0001 per share; and (iii) 50,000,000 shares of Serial Preferred Stock, par value $0 .0001 per share. 4. Issuance: The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series: Each eight (8) shares of Class A voting Common Stock will be converted and exchanged into one (1) share of Class A voting Common Stock. 5. Provisions: The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby: All fractional shares of Class A voting Common Stock shall be rounded up to the nearest whole share. 6. Provisions: The required approval of the stockholders has been obtained. 7. Effective date and Date: I 0~11412023 1 Time: 5:01 pm ET l time: (Optional) (must not be later than 90 days after the certificate is filed) 8. Signature: (Required) X Michael Pope , CEO 06/13/2023 Signature of Officer Title Date This form must be accompanied by appropriate fees. If necessary, additional pages may be attached to this form . Page 1 of 1 Revised: 12/15/2022
Exhibit 99.1
Boxlight Announces 1-for-8 Reverse Stock Split of Class A Common Stock
Class A Common Stock Expected to Begin Trading on Reverse-Split Adjusted Basis on June 15, 2023
DULUTH, Ga. – June 13, 2023 – Boxlight Corporation (Nasdaq: BOXL), a leading provider of interactive technology solutions, today announced that its Board of Directors has approved a 1-for-8 reverse stock split (the “Reverse Stock Split”) of Boxlight’s Class A common stock, par value $0.0001 per share (the Class A common stock).
The Reverse Stock Split will become effective at 5:01 p.m. Eastern Time on June 14, 2023, and the Class A Common Stock will open for trading on The Nasdaq Stock Exchange (the “NASDQ”) on a reverse split-adjusted basis on June 15, 2023 under the existing trading symbol “BOXL.” The new CUSIP number for the Class A Common Stock following the Reverse Stock Split will be 103197208. At the effective time of the Reverse Stock Split, every 8 shares of the Class A Common Stock issued and outstanding or held as treasury stock will be automatically reclassified into one new share of Class A Common Stock. The total number of shares of Class A Common Stock authorized for issuance will be reduced by a corresponding proportion from 150,000,000 shares to 18,750,000 shares of Class A common stock. The par value per share of the Class A Common Stock will remain unchanged at $0.0001 per share.
As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of Class A Common Stock underlying Boxlight’s outstanding equity awards and the number of shares issuable under Boxlight’s equity incentive plans and certain existing agreements, as well as the exercise, grant and acquisition prices of such equity awards, as applicable. In addition, proportionate adjustments will be made to Boxlight’s outstanding warrants, resulting in each warrant becoming exercisable for 1/8th of a share of Class A Common Stock. Furthermore, proportionate adjustments will be made to the conversion factor at which Boxlight’s Series B and Series C Convertible Preferred Stock, each with a stated or liquidation value of $10 per share (the “Series B and C Preferred Stock”), may be converted to Class A Common Stock. The total number of shares of preferred stock of Boxlight authorized for issuance will remain at 50,000,000.
No fractional shares will be issued in connection with the Reverse Stock Split. Fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share.
VStock Transfer, LLC is acting as transfer and exchange agent for the Reverse Stock Split. Registered shareholders who hold shares of Class A Common Stock are not required to take any action to receive post-Reverse Stock Split shares. Shareholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker's particular processes, and will not be required to take any action in connection with the Reverse Stock Split.
Additional information about the Reverse Stock Split can be found in Boxlight’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2023, which is available free of charge at the SEC’s website, www.sec.gov, and on Boxlight’s website at www.boxlight.com.
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About Boxlight Corporation
Boxlight Corporation (Nasdaq: BOXL) (“Boxlight”) is a leading provider of interactive technology solutions under its award-winning brands Clevertouch®, FrontRow™ and Mimio®. 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, collaboration software, audio solutions, supporting accessories and professional services. For more information about the Boxlight story, visit www.boxlight.com.
Forward Looking Statements
The information in this press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks” or other similar expressions. Such statements may include, but are not limited to, statements about the Reverse Stock Split and the timing thereof, as well as the trading of the Class A Common Stock. These statements are based on current expectations on the date of this press release and involve a number of risks and uncertainties that may cause actual results to differ significantly. Further information on factors that could cause Boxlight’s actual results to differ materially from the results anticipated by Boxlight’s forward-looking statements is included in the reports Boxlight has filed with the U.S. Securities and Exchange Commission. Boxlight does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Contacts
Media
Sunshine Nance
+1 360-464-2119 x254
sunshine.nance@boxlight.com
Investor Relations
Greg Wiggins
+1 360-464-4478
investor.relations@boxlight.com