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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/14/20 Boxlight Corp 8-K:5,7,9 1/13/20 4:190K M2 Compliance/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 22K 2: EX-10.1 Material Contract HTML 40K 3: EX-10.2 Material Contract HTML 46K 4: EX-99.1 Miscellaneous Exhibit HTML 12K
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 13, 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
(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. [ ]
C:
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 13, 2020, James Mark Elliott, the Chief Executive Officer and President of Boxlight Corporation (the “Company”), entered into an agreement with the Company (the “Elliott Employment Agreement”) to transition into a newly created part-time role of Chief Commercial Officer. As the Chief Commercial Officer, Mr. Elliott will focus on the Company’s global sales activities and will report to Harold Bevis, the Company’s newly appointed Chief Executive Officer. Mr. Elliott will also continue to serve as a member of our board of directors. Pursuant to the terms of the Elliott Employment Agreement, Mr. Elliott will receive a base salary of $120,000, will be eligible to receive up to an additional $50,000 cash bonus, at the discretion of the Company’s Chief Executive Officer, and will receive options to purchase 50,000 shares of the Company’s common stock, which stock options shall vest monthly over a one-year period. A copy of the Elliott Employment Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and any summary of its terms is subject to, and qualified in its entirety by, the full text of such document, which is incorporated herein by reference.
On January 13, 2020, Harold Bevis entered into an employment agreement (the “Bevis Employment Agreement”) with the Company pursuant to which Mr. Bevis will serve as the Company’s Chairman and Chief Executive Officer. Pursuant to the Bevis Employment Agreement, Mr. Bevis will receive a base salary of $200,000 (the “Base Salary”). In addition to the Base Salary, Mr. Bevis will be eligible to receive a performance bonus of up to 100% of his Base Salary each year, payable in cash, based on his achievement of certain key performance indicators as determined by the Company’s board of directors. Mr. Bevis also received 506,355 restricted shares of the Company equal to 3.5% of the fully diluted outstanding shares of the company. The shares vest over a four-year period.
Prior to assuming the role of CEO and Chairman, Mr. Bevis served as an independent director of the Company since March 2018, giving him intimate knowledge and familiarity with the Company. Mr. Bevis brings with him more than 25 years of business leadership experience, including 15 years serving as a chief executive officer. Prior to joining the Company, from October 2017 until February 2019, Mr. Bevis served as president of OmniMax International, Inc., a portfolio of eight building products businesses that manufacture products for the home building, home improvement and RV/mobile home industries. From August 2012 until May 2017, Mr. Bevis was president and chief executive officer of Xerium Technologies, Inc., a global manufacturer of aftermarket products and services for customers serving packaging markets, paper markets, building materials markets and disposable products markets, among other things. Throughout his career, Mr. Bevis has led or directed a total of eight businesses in six different industries, with more than 150 operating facilities in 22 countries. Mr. Bevis received his MBA from Columbia Business School and his Bachelor of Science in industrial engineering from Iowa State University. He is a member of the National Association of Corporate Directors and has served on the boards of six companies. We believe Mr. Bevis’s vast experience and knowledge will add significant value as we grow and expand our business.
A copy of the Bevis Employment Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and any summary of its terms are subject to, and qualified in its entirety by, the full text of such document, which is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On January 14, 2020, the Company issued a press release announcing Harold Bevis as Chairman and Chief Executive Officer. A copy of the press release is furnished herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
C:
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: January 14, 2020 | ||
| BOXLIGHT CORPORATION | ||
| By: | /s/ Takesha Brown | |
| Name: | Takesha Brown | |
| Title: | Chief Financial Officer | |
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/14/20 | None on these Dates | ||
| For Period end: | 1/13/20 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/24 Boxlight Corp. 10-K 12/31/23 107:10M Workiva Inc Wde… FA01/FA 3/17/23 Boxlight Corp. 10-K 12/31/22 116:12M Toppan Merrill Bridge/FA 4/13/22 Boxlight Corp. 10-K 12/31/21 116:13M Toppan Merrill Bridge/FA 3/31/21 Boxlight Corp. 10-K 12/31/20 92:8.1M M2 Compliance LLC/FA |