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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Filed by the Registrant [X]

Filed by a Party other than the Registrant [  ]

Check the appropriate box:

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BOXLIGHT CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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TO OUR SHAREHOLDERS:

We had another strong year for Boxlight in 2022, demonstrating industry thought-leadership, significant product innovation and meaningful financial growth. Thank you for your support as we realize our commitment to deliver durable, long-term shareholder value.

Market valuations have been challenging over the last year, particularly for microcap technology stocks, driven by broader economic concerns and a bearish sentiment. As result, despite our positive financial performance, our stock price declined to under the $1.00 per share price required for continued listing on the Nasdaq Stock Exchange. Nasdaq has provided us with two 180-day extensions to regain compliance, but in the event our stock price does not organically increase to the required level by July of this year, we will need to consider a reverse stock split to maintain our Nasdaq listing.

In future quarters, using operating cash flows, we plan to utilize the $15 million share repurchase program we announced in February, through which we will repurchase our stock at times we are trading below our intrinsic value.

Ultimately, we are committed to continued improvement in our financial fundamentals that will warrant substantial and sustained growth in our overall enterprise value.

For the year-ended December 31, 2022, we grew revenue by 20% to $222 million and Adjusted EBITDA by 56% to $19 million. We have demonstrated a consistent trend of revenue growth and improving profitability since 2019. During that time, revenue increased from $33 million to $222 million and Adjusted EBITDA improved from a loss of $6 million to positive $19 million.

Much of our recent success in growing Adjusted EBITDA is due to our strong gross margin percentage which has steadily increased throughout 2022 and into 2023, reaching 33.6% in Q4 2022. While this success is partially attributable to a reduction in manufacturing and shipping costs, a healthy demand for our award-winning products has been instrumental in sustaining these margins, which we believe will continue for the foreseeable future.

We have also taken a conscious approach to reduce our expense structure where appropriate. For Q4 2022, we reported $15.3 million in operating expenses, including approximately $3 million in expenses from our FrontRow acquisition, compared to $14.3 million in Q4 2021 – i.e., a reduction of $2 million. We continue to consider ways to optimize our organization for both continued growth and maximum profitability.

During the second half of 2022, we generated $8 million in cash flows from operations, allowing us to pay down our debt facility by $8.5 million. As of December 31, our debt balance was a manageable $50 million, representing less than 0.5x current assets and 2.6x Adjusted EBITDA.

At December 31, we reported a healthy balance sheet position including $15 million in cash, $58 million in inventory and $63 million in working capital. Our inventory position, in particular, is strong in each of our key markets and across all of our key products.

We are expecting modest single-digit revenue growth for the full-year 2023, with the bulk of that growth coming during the second half of the year. For Q1 2023, we exceeded our guidance of $40 million in revenue and $3 million in Adjusted EBITDA. Our growing sales pipeline provides us confidence in delivering full-year revenue growth.

There are still substantial government funds available to purchase education technology solutions, particularly in the U.S. and select European markets. In the United States, billions of dollars of ESSER funding are set to expire if not obligated by September 2023 and 2024. As a result, school districts will be scrambling to make significant purchasing decisions over the next few quarters to meet those deadlines.

Although we sell our solutions globally, we are proud to be headquartered in Atlanta, Georgia. Many of our largest competitors are foreign owned, which has come under additional scrutiny in recent quarters, particularly in the U.S. and Western Europe. Of specific concern is data security and privacy. Our software solutions that house sensitive student and user data are developed and housed in the U.S. and Western Europe, and we can certify that user data is not accessible by foreign corporations or governments.

We continue to offer the most comprehensive, integrated solution suite on the market, and we made substantial progress over recent quarters in both enhancing our existing solutions and bringing new products to market.

In recent months, we announced our new generation interactive flat panels, digital signage displays for the U.S. market, all-in-one LED video walls, wireless presentation hubs, Attention! campus communication systems and substantial enhancements to our software suite including CleverStore, Clevershare, CleverLive, Conductor, Lynx Whiteboard and MimioConnect.

We are leading the industry in delivering consistent innovation and are often recognized with awards and accolades. In March 2023, The EdTech Awards recognized Attention! and CleverShare, and named Boxlight as a finalist for The EdTech Trendsetter Award. In January, 2023, we received 10 awards from Tech & Learning for several of our hardware, software and service offerings including Attention!, MimioPro4, CleverLive, Robo 3D printers and EOS Education professional development services.

In our Boxlight mission statement, we articulate our vision to be the industry leader, and we fully expect to be the #1 provider of interactive technology solutions in every major market where we compete.

We also recently updated the last paragraph of our mission statement to read, “We strive to be a trusted partner to our customers, vendors, investors and employees, and to earn a fair profit while embracing ethical, diverse, and inclusive business practices.”

We stand behind our commitment to be a trusted partner to all stockholders.

Our greatest asset as a company, and our key competitive advantage, is our people. We have successfully hired and retained the best employees in the business, many of whom came from our competitors, and I am proud to work with talented, dedicated and loyal employees who believe in our company’s vision and are committed to making it a reality.

Sincerely,

Michael Pope

CEO & Chairman

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Safe Harbor Statement Regarding Forward-Looking Statements

This letter and the accompanying Proxy Statement include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future plans and profitability and environmental, social and governance plans and goals. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking information is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this letter and the accompanying Proxy Statement. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “objective,” “seek,” “will,” “expect,” “intend,” “estimate,” “target,” “aim,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the risk factors listed in our most recent Annual Report on Form 10-K and subsequent periodic and current disclosures filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date made and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information or otherwise.

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Notice of Annual Meeting of Shareholders

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Shareholders will also consider such other business as may properly be presented before the Annual Meeting or any adjournment thereof.

This notice, Proxy Statement and voting instructions are being mailed to shareholders beginning on or about April 24, 2023.

Your vote is important

Regardless of whether you plan to attend the live virtual meeting, we encourage you to vote as soon as possible in one of the following ways:

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Michael Pope
Chairman and Chief Executive Officer

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Proxy Summary

About the Meeting

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introduction to our Board of Directors

C = Chair   I   M = Member

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Compensation Highlights

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Board of Directors and Corporate Governance

Below is biographical information about each of our directors:

Michael Pope. Mr. Pope was appointed by our board of directors on March 20, 2020 to serve as our Chief Executive Officer and Chairman. From July 2015 until November 2020, Mr. Pope also served as our president. He has been a director of our Company since September 18, 2014. Mr. Pope served as Managing Director at Vert Capital, a Los Angeles based merchant bank, and its affiliates from October 2011 to October 2016, managing portfolio holdings in the education, consumer products, technology and digital media sectors. Prior to joining Vert Capital, from May 2008 to October 2011, Mr. Pope was Chief Financial Officer and Chief Operating Officer for the Taylor Family in Salt Lake City, managing family investment holdings in consumer products, professional services, real estate and education. Mr. Pope also held positions including Senior SEC Reporting Accountant at Omniture (previously listed on Nasdaq and acquired by Adobe (Nasdaq: ADBE) in 2009) and Assurance Associate at Grant Thornton. Mr. Pope holds an active CPA license and serves on the boards of various organizations including Focus Universal, Inc. (Nasdaq: FCUV) and Novo Integrated Sciences, Inc. (Nasdaq: NVOS). Mr. Pope earned his undergraduate and graduate degrees in accounting from Brigham Young University with academic honors. Our board of directors believes Mr. Pope’s industry experience, as well as his extensive finance and operations experience, uniquely position him to lead the Company through its next phase of growth.

James Mark Elliott. Mr. Elliott is a director on our board of directors, a position he has held since 2014. Mr. Elliot also serves as a consultant to provide sales, marketing, management and related consulting services to the Company. Prior to 2014, Mr. Elliot served as our Chief Commercial Officer from January, 2020 until January 2021. He previously served as our Chief Executive Officer from September 2014 until January 2020 and has served as a director since September 2014. From 2012 to June 2017, Mr. Elliott has also served as the President of Genesis, which was dissolved and merged into Boxlight in June 2017. From 2005 through 2012, he was the President of Promethean, Inc., a manufacturer and distributor of whiteboards and interactive learning devices and led the team that grew Promethean in the Americas from $5 million in revenue to $250 million, with over 1,300,000 interactive whiteboards installed around the world. Throughout his career, Mr. Elliott has held senior executive roles, including president, senior vice president or director roles with Apple Computer, Lawson Software, E3 Corporation, PowerCerv Technologies, Tandem Computers, and Unisys/Burroughs. Mr. Elliott received a BBA in Economics from the University of North Georgia and a Master of Science degree in Industrial Management from Georgia Institute of Technology. Based on Mr. Elliott’s position as the chief executive officer of both the Company and Genesis, and his executive level experience in interactive learning devices and computer technology industries, our board of directors believes that Mr. Elliott has the appropriate set of skills to serve as a member of our board of directors.

Tiffany Kuo. Mrs. Kuo has been a director of our Company since September 18, 2014. She currently is leading and shaping product development for Microsoft's healthcare business. Additionally, she is also a Senior Venture Partner at Pioneer Fund, leading investments in the VC's later-stage investments. Prior to that, from 2011 until 2014 and then from 2017 until 2020, Mrs. Kuo worked at Deloitte Consulting where she built and launched digital health and life sciences innovations. She also co-founded a YCombinator-backed personalized health start-up, Multiply Labs. Ms. Kuo graduated from Rice University with a Bachelor of Science and Master of Science in Electrical Engineering in 2011 and obtained an MBA from the Sloan Master of Business Administration Program at The Massachusetts Institute of Technology. We believe that Mrs. Kuo’s experience in business strategy, product, and operations adds value and insight to our board of directors.

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Rudolph F. Crew. Dr. Crew has been a director of our Company since April 1, 2015. Since August 2013, Dr. Crew has served as the president of Medgar Evers College. From July 2012 to July 2013, he was the chief education officer at Oregon Education Investment Board, overseeing the PK-16 system. From September 2011 to July 2012, Dr. Crew served as the president of K12 Division at Revolution Prep, a company that offers preparation courses for the SAT and ACT standardized achievement tests. Prior to that, from January 2009 to July 2013, he was a professor at USC Rossier School of Education, teaching graduate school courses. From January 2009 to September 2011, Dr. Crew also served as the president of Global Partnership Schools, an organization offers planning support services and collaborative programs to public schools and school districts. Dr. Crew received his bachelor’s degree in management from Babson College in 1972. He earned his master’s degree in urban education in 1973 and his doctoral degree in educational administration in 1978, both from the University of Massachusetts. We believe that Dr. Crew’s in-depth knowledge and extensive experience in education field make him a valuable member of our board of directors.

Dale Strang. Mr. Strang has been a director of our Company since August 10, 2017. He has served as a Senior Vice President of Media Strategy & Operations at Healthline Networks since 2015. Mr. Strang was President and Chief Executive officer of SpinMedia from 2013 to 2015. Mr. Strang was the Chief Executive Officer and President at Viximo from 2010 to 2012. Mr. Strang has over 25 years of media experience with successful businesses including IDG, Ziff-Davis and IGN/Fox Interactive. Mr. Strang has more than 18 years of experience in consumer technology and video game publishing, including 14 years at the senior management level. He served as Executive Vice President and General Manager, Media Division, of IGN Entertainment. In this position, he oversaw advertising sales, marketing and the production of editorial content for all IGN entertainment media properties. We believe Mr. Stang’s experience in business, advertising and marketing will add value and insight to our board of directors.

R. Wayne Jackson. Mr. Jackson has been a director of our Company since June 2020. 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 work as an experienced CFO and partner at PwC qualify him as a financial expert.

Charles P. Amos. Mr. Amos has been a director of our Company since June 2020 and 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 in February of 2020. He 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.

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BOARD DIVERSITY matrix

We believe that our board of directors should consist of individuals reflecting the diversity represented by our employees, customers, and the communities in which we operate. The below table provides information related to the composition of our board members and nominees. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

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nominees for Director

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Director Independence

There are no family relationships among any of our directors and executive officers. As of the date of this Proxy Statement, Dr. Rudolph F. Crew, Dale Strang, Charles P. Amos and R. Wayne Jackson are our independent directors. As a Nasdaq listed company, we believe that the foregoing directors satisfy the definition of “independent director” under Nasdaq Rule 5605(a)(2). In making this determination, our board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence. As required under applicable Nasdaq rules, we anticipate that our independent directors will meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session without the presence of non-independent directors and management.

Board Leadership Structure

Mr. Pope holds the positions of Chief Executive Officer and Chairman of the board of directors of the Company. The board of directors believes that Mr. Pope’s services as both Chief Executive Officer and Chairman of the board of directors is in the best interest of the Company and its shareholders. Mr. Pope possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing us in our business and is thus best positioned to develop agendas that ensure that the board of directors’ time and attention are focused on the most critical matters relating to the Company’s business. His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently to our shareholders, employees and customers.

The board of directors has not designated a lead director. The independent directors can call and plan their executive sessions collaboratively and, between meetings of the board of directors, communicate with management and one another directly. Under these circumstances, the directors believe designating a lead director to take on responsibility for functions in which they all currently participate might detract from rather than enhance performance of their responsibilities as directors.

The board of directors receives regular reports from the Chief Executive Officer and members of senior management on operational, financial, legal and regulatory issues and risks. The Audit Committee of the board of directors additionally is charged under its charter with oversight of financial risk, including the Company’s internal controls, and it receives regular reports from management, the Company’s internal auditors and the Company’s independent auditors. Whenever a committee of the board of directors receives a report involving risk identification, risk management or risk mitigation, the chairman of the committee reports on that discussion, as appropriate, to the full board of directors during the next board meeting.

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Board Meetings and Committees

The board of directors held nine meetings and took five actions by written consent during 2022. During 2022, no director attended fewer than 75% of the meetings of the board of directors and board committees of which the director was a member.

It is the policy of the board of directors that all directors should attend the annual meetings in person or by teleconference.

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Audit Committee. According to its charter, the Audit Committee is to consist of at least three members, each of whom shall be a non-employee director who has been determined by the board of directors to meet the independence requirements under Nasdaq rules, and also Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c). A copy of our Audit Committee charter is located under the “Corporate Governance” tab on our website at www.boxlight.com. At present, the Audit Committee members consist of Mr. Jackson, Mr. Strang and Dr. Crew. All members of the Audit Committee are independent directors. The Audit Committee will assist the board of directors by overseeing the performance of the independent auditors and the quality and integrity of our internal accounting, auditing and financial reporting practices. The Audit Committee is responsible for retaining (subject to shareholder ratification) and, as necessary, terminating the engagement of, the independent auditors, annually reviewing the qualifications, performance and independence of the independent auditors and the audit plan, fees and audit results, and pre-approving audit and non-audit services to be performed by the auditors and related fees. Our board of directors had previously determined Mr. Jackson meets the requirements of being an “audit committee financial expert,” as defined by the rules and regulations of the SEC, and, as a result, he serves as chair of the Audit Committee.

Compensation Committee. The Compensation Committee members are Mr. Strang, Mr. Amos and Dr. Crew, with Mr. Strang serving as chair of the Compensation Committee. The Compensation Committee makes recommendations to the board of directors concerning salaries and incentive compensation for our officers, including our principal executive officer, and employees and administers our stock option plans. A copy of our Compensation Committee charter is located under the “Corporate Governance” tab on our website at www.boxlight.com..

Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee members are Mr. Amos, Dr. Crew and Mr. Strang, with Mr. Amos serving as chair of the Corporate Governance and Nominating Committee. All members of the Corporate Governance and Nominating Committee are independent directors. The Corporate Governance and Nominating Committee assists the board of directors in identifying qualified individuals to become board members, in determining the composition of the board of directors and in monitoring the process to assess the effectiveness of the board of directors. A copy of our Corporate Governance and Nominating Committee charter is located under the “Corporate Governance” tab on our website at www.boxlight.com.

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COMPENSATION Committee

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NOMINATING AND CORPORATE GOVERNANCE Committee

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Considerations in Evaluating Director Nominees

The board of directors is responsible for overseeing the Company’s business, in accordance with its fiduciary duty to the Company’s shareholders. This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience. There are general requirements for service on the board of directors that are applicable to directors and there are other skills and experience that should be represented on the board of directors as a whole but not necessarily by each director. The Corporate Governance and Nominating Committee considers the qualifications of director candidates individually and in the broader context of the board of directors’ overall composition and the Company’s current and future needs.

SHAREholder Recommendations for Nominations to the Board of Directors

We do not currently have a procedure by which shareholders may recommend nominees to the board of directors. Prior to the listing of our Class A common stock on Nasdaq, as a private company with a limited shareholder base, we did not believe that it was important to provide such a procedure. However, as a publicly traded Nasdaq company with the requirement to hold annual shareholder meetings, we may consider implementing such a policy in the future.

Communications with the Board of Directors

Shareholders can mail communications to the board of directors, c/o Secretary, Boxlight Corporation, 2750 Premiere Parkway, Suite 900, Duluth, Georgia 30097, who will forward the correspondence to each addressee.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our Directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code will be made available on the Corporate Governance section of our website, which is located at www.boxlight.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

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Role of the Board of Directors in Risk Oversight

Mr. Pope holds the positions of Chief Executive Officer and Chairman of the board of directors of the Company. The board of directors believes that Mr. Pope’s services as Chief Executive Officer and Chairman of the board of directors is in the best interest of the Company and its shareholders. Mr. Pope possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing us in our business and is thus best positioned to develop agendas that ensure that the board of directors’ time and attention are focused on the most critical matters relating to the business. His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently to our shareholders, employees and customers.

Director Compensation

We reimburse all members of our board of directors for their direct out-of-pocket expenses incurred in attending meetings of our board of directors. This table summarizes the compensation paid to each of our non-executive directors and independent directors during the fiscal year ended December 31, 2022 who served in such capacity at any time during such fiscal year.  

EQUITY COMPENSATION

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Proposal 1: Election of Directors

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Nominees

Vote Required

A majority of the shares present in person or by proxy and entitled to vote at our 2023 Annual Meeting is required to approve Proposal No. 1.

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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

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The Company was notified by Dixon Hughes Goodman LLP ("DHG") that DHG was merging with BKD, LLP ("BKD") on June 1, 2022, with their combined entities operating under the name FORVIS, LLP. The Audit Committee of the Company’s Board of Directors approved the engagement of FORVIS, LLP, the successor in the merger of DHG and BKD, as the Company’s independent registered public accounting firm, effective  June 1, 2022, and FORVIS has served as our independent registered public accounting firm since such date.

DHG’s audit report on the consolidated financial statements of the Company for the year ended December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal year ended December 31, 2021 and through June 2, 2022, the Company had not had any “disagreements” (as such term is defined in Item 304 of Regulation S-K) with DHG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of DHG, would have caused DHG to make reference to the subject matter of the disagreement in its reports on the Company’s consolidated financial statements for such periods.

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Fees Paid to the Independent Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to us by FORVIS, LLP for our fiscal years ended 2022 and 2021.

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Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

In accordance with the SEC’s auditor independence rules, the Audit Committee has established the following policies and procedures by which it approves in advance any audit or permissible non-audit services to be provided to the Company by its independent auditor.

Prior to the engagement of the independent auditor for any fiscal year’s audit, management submits to the Audit Committee for approval lists of recurring audits, audit-related, tax and other services expected to be provided by the auditor during that fiscal year. The Audit Committee adopts pre-approval schedules describing the recurring services that it has pre-approved, and is informed on a timely basis, and in any event by the next scheduled meeting, of any such services rendered by the independent auditor and the related fees.

The fees for any services listed in a pre-approval schedule are budgeted, and the Audit Committee requires the independent auditor and management to report actual fees versus the budget periodically throughout the year. The Audit Committee will require additional pre-approval if circumstances arise where it becomes necessary to engage the independent auditor for additional services above the amount of fees originally pre-approved. Any audit or non-audit service not listed in a pre-approval schedule must be separately pre-approved by the Audit Committee on a case-by-case basis. Every request to adopt or amend a pre-approval schedule or to provide services that are not listed in a pre-approval schedule must include a statement by the independent auditors as to whether, in their view, the request is consistent with the SEC’s rules on auditor independence.

The Audit Committee will not grant approval for:

Subject to certain exceptions, tax services proposed to be provided by the auditor to any director, officer or employee of the Company who is in an accounting role or financial reporting oversight role must be approved by the Audit Committee on a case-by-case basis where such services are to be paid for by the Company, and the Audit Committee will be informed of any services to be provided to such individuals that are not to be paid for by the Company.

In determining whether to grant pre-approval of any non-audit services in the “all other” category, the Audit Committee will consider all relevant facts and circumstances, including the following four basic guidelines:

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Vote Required

A majority of the shares present in person or by proxy and entitled to vote at our 2023 Annual Meeting is required to approve Proposal No. 2.

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Proposal 3: Advisory Vote on Executive Compensation

(“Say-on-Pay”)

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Approval on an advisory basis of the compensation of our named executive officers is an ordinary resolution and must receive the affirmative vote of a majority of the votes cast in person or by proxy at the 2023 Annual Meeting in order to be approved.

THE TEXT OF THE RESOLUTION IN RESPECT OF PROPOSAL 3 IS AS FOLLOWS:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in this Proxy Statement in the section entitled “Executive Compensation,” including the compensation tables and narrative discussions set forth therein.”

ADVISORY VOTE ONLY

This vote is advisory and therefore not binding on the Company, the Compensation Committee or the board of directors. However, the Compensation Committee will consider the outcome of this vote when considering future executive compensation arrangements. Abstentions and broker non-votes will have no effect on the vote on this proposal.

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Proposal 4: Approve providing discretionary authority to the board of directors to effect a Reverse Stock Split of our Class A common stock

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Background and Proposed Amendment

We are seeking shareholder approval to grant the board of directors discretionary authority to amend the Company's Articles of Incorporation to effect a Reverse Stock Split of the issued and outstanding shares of our Class A common stock, par value $0.0001 per share, with such split to combine a whole number of outstanding shares of our Class A common stock in a range of not less than two (2) shares and not more than ten (10) shares, into one share of Class A common stock at any time prior to July 2, 2023 (the “Reverse Split Proposal”).

Presently, the Company has 150,000,000 shares of Class A common stock and 50,000,000 shares of preferred stock authorized, of which there are 74,977,702 shares of Class A common stock, 167,972 Series A preferred stock, 1,586,620 shares of Series B preferred stock and 1,320,850 shares of Series C preferred stock outstanding. The amendment to our Articles of Incorporation will not change the number of authorized shares of Class A common stock, preferred stock, including our issued and outstanding Series A, Series B and Series C preferred stock, or the relative voting power of our shareholders.

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We are only seeking a Reverse Stock Split of our Class A common stock and no other class of common or preferred stock. Because the number of authorized shares will not be reduced, the number of authorized but unissued shares of our Class A common stock will materially increase and will be available for reissuance by the Company. The Reverse Stock Split, if effected, would affect all of our holders of Class A common stock uniformly.

The board of directors unanimously approved and recommended seeking shareholder approval of this Reverse Split Proposal on April 5, 2023.

Even if the shareholders approve the Reverse Split Proposal, we reserve the right not to effect any Reverse Stock Split if the board of directors does not deem it to be in the best interests of our shareholders. The board of directors believes that granting this discretion provides the board of directors with maximum flexibility to act in the best interests of our shareholders. If this Reverse Split Proposal is approved by the shareholders, the board of directors will have the authority, in its sole discretion and without further action by the shareholders, to effect a Reverse Stock Split.

The board of director's decision as to “whether and when” to effect the Reverse Stock Split will be based on a number of factors, including prevailing market conditions, existing and expected trading prices for our Class A common stock, actual or forecasted results of operations, and the likely effect of such results on the market price of our Class A common stock.

Following a Reverse Stock Split, the number of our outstanding shares of Class A common stock will be significantly reduced. A reverse stock split will also affect our outstanding stock options, restricted stock units and shares of Class A common stock issued under the Company's Amendment No. 2 to the 2014 Equity Incentive Plan and the 2021 Equity Incentive Plan (together, the “Plans”), and the number of shares into which the Series B and Series C preferred stock will ultimately be converted into. Under these Plans, the number of shares of Class A common stock deliverable upon exercise, grant or conversion must be appropriately adjusted and appropriate adjustments must be made to the per share purchase price of each grant or conversion to reflect the effects of the Reverse Stock Split.

The primary reason for the proposed Reverse Stock Split is to ensure our continued listing on The Nasdaq Capital Market. As such, the Reverse Stock Split is not being proposed in response to any effort of which we are aware to accumulate our shares of Class A common stock or obtain control of the Company, nor is it a plan by management to recommend a series of similar actions to our board of directors or our shareholders.

There are certain risks associated with a Reverse Stock Split, and we cannot accurately predict or assure the Reverse Stock Split will produce or maintain the desired results (for more information on the risks see the section below entitled “Certain Risks Associated with a Reverse Stock Split”). However, our board of directors believes that the benefits to the Company and our shareholders outweigh the risks and recommends that you vote in favor of granting the board of directors the discretionary authority to effect a Reverse Stock Split.

Reasons for the Reverse Stock Split

The primary purpose for effecting the Reverse Stock Split, should the board of directors choose to effect one, would be to increase the per share price of our Class A common stock and allow us to maintain our listing on the Nasdaq Stock Market LLC’s Nasdaq Capital Market (“Nasdaq”).

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Continued Listing Requirements of the Nasdaq

Our Class A common stock is listed on the Nasdaq under the ticker symbol “BOXL.” On July 5, 2022,  Nasdaq provided notice (the “Nasdaq Notice”) to the Company that the decline in the share price of the Company's Class A common stock has caused us to be out of compliance with one of Nasdaq’s continued listing standards necessary to maintain listing. Section 5550(a)(2) of Nasdaq’s Listed Company Manual requires the average closing price of a listed company's common stock to be at least $1.00 per share over a consecutive 30 trading-day period to comply with the Nasdaq continued listing standards (the “Nasdaq Listing Standards”). To date, Nasdaq has granted us two 180-day periods (each a “Compliance Period”) with which to regain compliance with the Nasdaq Listing Standards.

Under Nasdaq’s rules, in order to regain compliance with the listing standard, if at any time during the Compliance Period, the Company’s Class A common stock trades at a minimum of $1.00 per share for ten consecutive trading days, we will have regained compliance. However, pursuant to the Nasdaq Notice, should we be required to conduct a reverse stock split in order to regain compliance, such reverse stock split must be completed by no later than 10 days prior to the end of the compliance period, or by June 23, 2023. In addition, we are required to ensure that we meet all other Nasdaq Listing Standards at such time, as well.

As a result, at such time, we are required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and we need to provide written notice of our intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If so required in order to maintain compliance with the Nasdaq listing standards, the board of directors currently intends to effect the Reverse Stock Split on or before June 23, 2023, or such later date that Nasdaq determines, in order to regain compliance with the Minimum Bid Price Requirement.

In the event we are unable to regain compliance with the Minimum Bid Price Requirement in the requisite time frame, we believe that the Reverse Stock Split is our best option to meet the criteria to satisfy the minimum per share bid price requirement for continued listing on The Nasdaq Capital Market. A decrease in the number of outstanding shares of our Class A common stock resulting from the Reverse Stock Split should, absent other factors, assist in ensuring that the per share market price of our Class A common stock remains above the requisite price for continued listing. However, we cannot provide any assurance that our minimum bid price would remain over the minimum bid price requirement of The Nasdaq Capital Market following the Reverse Stock Split.

Certain Risks Associated with a Reverse Stock Split

Even if a Reverse Stock Split is effected, some or all of the expected benefits discussed above may not be realized or maintained. The market price of our Class A common stock will continue to be based, in part, on our performance and other factors unrelated to the number of shares outstanding.

The Reverse Stock Split will reduce the number of outstanding shares of our Class A common stock without reducing the number of shares of available but unissued Class A common stock, which will also have the effect of increasing the number of authorized but unissued shares. The issuance of additional shares of our Class A common stock may have a dilutive effect on the ownership of existing shareholders.

The current economic environment in which we operate, the substantial debt we carry and other risks which affect our ability to operate as a going concern, along with otherwise volatile equity market conditions, could limit our ability to raise new equity capital in the future.

Principal Effects of a Reverse Stock Split

If our shareholders approve this Reverse Split Proposal and the board of directors elects to effect a Reverse Stock Split, our issued and outstanding shares of Class A common stock could decrease by as much as up to approximately one share of Class A common stock for every ten (10) shares of Class A common stock

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currently outstanding. The Reverse Stock Split would be effected simultaneously for all of our Class A common stock, and the exchange ratio would be the same for all shares of Class A common stock. The Reverse Stock Split would affect all of our shareholders uniformly and would not affect any shareholder's percentage ownership interests in the Company, except to the extent that it results in a shareholder receiving cash in lieu of fractional shares. The Reverse Stock Split would not affect the relative voting or other rights that accompany the shares of our Class A common stock, except to the extent that it results in a shareholder receiving cash in lieu of fractional shares. Class A common stock issued pursuant to the Reverse Stock Split would remain fully paid and non-assessable. The Reverse Stock Split would not affect our securities law reporting and disclosure obligations, and we would continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have no current plans to take the Company private. Accordingly, a Reverse Stock Split is not related to a strategy to do so.

In addition to the change in the number of shares of Class A common stock outstanding, a Reverse Stock Split would have the following effects:

Increase the Per Share Price of our Class A common stock - By effectively condensing a number of pre-split shares into one share of Class A common stock, the per share price of a post-split share is generally greater than the per share price of a pre-split share. The amount of the initial increase in per share price and the duration of such increase, however, is uncertain. If appropriate circumstances exist, the board of directors may utilize the Reverse Stock Split as part of its plan to maintain the required minimum per share price of the Class A common stock under the Nasdaq listing standards noted above.

Increase in the Number of Shares of Class A Common Stock Available for Future Issuance - By reducing the number of shares outstanding without reducing the number of shares of available but unissued Class A common stock, a Reverse Stock Split will increase the number of authorized but unissued shares. The board of directors believes the increase is appropriate for use to fund the future operations of the Company. Although the Company does not have any pending acquisitions for which shares are expected to be used, the Company may also use authorized shares in connection with the financing of future acquisitions.

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The following table contains approximate information relating to our common stock, based on share information as of April 3, 2023:

*the Series B and Series C preferred stock is not convertible until January 1, 2024 and January 1, 2026, respectively, if at all, and may instead be subject to redemption.

Although a Reverse Stock Split would not have any dilutive effect on our shareholders, a Reverse Stock Split without a reduction in the number of shares authorized for issuance would reduce the proportion of shares owned by our shareholders relative to the number of shares authorized for issuance, giving our board of directors an effective increase in the authorized shares available for issuance, at its discretion. Our board of directors from time to time may deem it to be in the best interests of the Company and our shareholders to enter into transactions and other ventures that may include the issuance of shares of our Class A common stock. If our board of directors authorizes the issuance of additional shares subsequent to the Reverse Stock Split described above, the dilution to the ownership interest of our existing shareholders may be greater than would occur had the Reverse Stock Split not been effected. Many stock issuances not involving equity compensation do not require shareholder approval, and our board of directors generally seeks approval of our shareholders in connection with a proposed issuance only if required at that time.

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Require Adjustment to Currently Outstanding Securities Exercisable or Convertible into Shares of our Class A common stock - A Reverse Stock Split would effect a reduction in the number of shares of Class A common stock issuable upon the exercise or conversion of our outstanding stock options, restricted stock units, convertible preferred stock and warrants in proportion to the Reverse Stock Split ratio. Additionally, the exercise price of outstanding options and exercise price of our warrants would increase, likewise in proportion to the Reverse Stock Split ratio.

Require Adjustments to Number of Shares of Class A Common Stock Available for Future Issuance under our Equity Incentive Plans - In connection with any reverse split, our board of directors would also make a corresponding reduction in the number of shares available with respect to options, restricted stock units and other forms of incentive equity granted under our Amended and Restated 2014 Equity Incentive Plan and our 2021 Equity Incentive plan so as to avoid the effect of increasing the value of options previously granted.

In addition, a Reverse Stock Split may result in some shareholders owning “odd lots” of less than 100 shares of Class A common stock, which may be more difficult to sell and may cause those holders to incur greater brokerage commissions and other costs upon sale.

Authorized Shares of Class A Common Stock

The Reverse Split Proposal will not change the number of authorized shares of Class A common stock but will increase the number of authorized shares available for future issuance for corporate needs such as equity financing, retirement of outstanding indebtedness, stock splits and stock dividends, employee benefit plans, or other corporate purposes as may be deemed by the board of directors to be in the best interests of the Company and its shareholders. The board of directors believes the increase in available shares for future issuance is appropriate to fund the future operations of the Company. It will also provide the Company with greater flexibility to respond quickly to advantageous business opportunities. However, we may from time to time explore opportunities to make acquisitions through the use of either common or preferred stock. As a result, the Company's current number of authorized shares of Class A common stock may enable the Company to better meet its future business needs.

We believe that the current amount of authorized Class A common stock will make a sufficient number of shares available, should the Company decide to use its shares for one or more of such previously mentioned purposes or otherwise. The current capital will provide the board of directors with the ability to issue additional shares of stock without further vote of the shareholders of the Company, except as provided under Nevada corporate law, under Nasdaq rules, or under the rules of any national securities exchange on which shares of stock of the Company are then listed.

Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates

If the Reverse Split Proposal is approved by our shareholders, our board of directors, in its sole discretion, will determine whether such an action is in the best interests of the Company and our shareholders, taking into consideration the factors discussed above. If our board of directors believes that a Reverse Stock Split is in our best interests and the best interest of our shareholders, our board of directors will then implement the Reverse Stock Split.

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We would then file a certificate of amendment to our Articles of Incorporation with the Secretary of the State of Nevada at such time as our board of directors had determined as the appropriate effective time for the Reverse Stock Split to effect the Reverse Stock Split. The certificate of amendment would add a new provision providing that holders of our Class A common stock immediately prior to the filing of the amendment will receive one share of Class A common stock for each number of shares selected by the board of directors, pursuant to the terms of the Reverse Stock Split. A copy of the proposed amendment is attached to this Proxy Statement as Appendix A and is considered a part of this Proxy Statement. Upon the filing of the certificate of amendment, and without any further action on the part of the Company or our shareholders, the issued shares of Class A common stock held by shareholders of record as of the effective date of the Reverse Stock Split would be converted into a lesser number of shares of Class A common stock calculated in accordance with the Reverse Stock Split ratio of not less than one-for-two (1:2) or not more than one-for-ten (1:10), as selected by our board of directors and set forth in the certificate of amendment.

For example, if a shareholder presently holds 100 shares of our Class A common stock, he or she would hold 50 shares of Class A common stock following a one-for-two reverse stock split, or 10 shares of Class A common stock following a one-for-ten reverse stock split, in each case with an additional amount of cash in lieu of fractional shares as described below under “Fractional Shares.” Beginning on the effective date of the split, each certificate representing pre-split shares would be deemed for all corporate purposes to evidence ownership of post-split shares.

As soon as practicable after the effective date of the Reverse Stock Split, shareholders would be notified that the Reverse Stock Split had been effected.

Effect on Beneficial Holders (i.e., Shareholders Who Hold in “Street Name”)

Upon the Reverse Stock Split, we intend to treat Class A common stock held by shareholders in “street name,” through a bank, broker or other nominee, in the same manner as shareholders whose shares are registered in their own names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their customers holding Class A common stock in “street name.” However, these banks, brokers or other nominees may have different procedures than registered shareholders for processing the Reverse Stock Split. If you hold shares of Class A common stock with a bank, broker or other nominee and have any questions in this regard, you are encouraged to contact your bank, broker or other nominee.

Effect on Registered “Book-Entry” Holders (i.e., Shareholders That are Registered on the Transfer Agent's Books and Records but do not Hold Certificates).

Some of our registered holders of Class A common stock may hold some or all of their shares electronically in book-entry form with our transfer agent, VStock Transfer, LLC. These shareholders do not have stock certificates evidencing their ownership of Class A common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts. If a shareholder holds registered shares in book-entry form with our transfer agent, no action needs to be taken to receive post-Reverse Stock Split shares or fractional shares, if applicable. If a shareholder is entitled to post-Reverse Stock Split shares, a transaction statement will automatically be sent to the shareholder's address of record indicating the number of shares (including fractional shares) of Class A common stock held following the Reverse Stock Split.

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Effect on Certificated Shares

Upon effectuating the Reverse Stock Split our transfer agent will act as our exchange agent and assist holders of Class A common stock in implementing the exchange of their certificates.

Commencing on the effective date of a Reverse Stock Split, shareholders holding shares in certificated form will be sent a transmittal letter by our transfer agent. The letter of transmittal will contain instructions on how a shareholder should surrender his or her certificates representing Class A common stock (“Old Certificates”) to the transfer agent in exchange for certificates representing the appropriate number of whole post-Reverse Stock Split Class A common stock, as applicable (“New Certificates”). No New Certificates will be issued to a shareholder until that shareholder has surrendered all Old Certificates, together with a properly completed and executed letter of transmittal, to the transfer agent. No shareholder will be required to pay a transfer or other fee to exchange Old Certificates. The letter of transmittal will contain instructions on how you may obtain New Certificates if your Old Certificates have been lost. If you have lost your certificates, you will have to pay any surety premium and the service fee required by our transfer agent.

Until surrendered, we will deem outstanding Old Certificates held by shareholders to be canceled and only to represent the number of whole shares to which these shareholders are entitled.

Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of shares, will automatically be exchanged for New Certificates.

Shareholders should not destroy any stock certificates and should not submit any certificates until requested to do so by the transfer agent. Shortly after the Reverse Stock Split the transfer agent will provide registered shareholders with instructions and a letter of transmittal for converting Old Certificates into New Certificates. Shareholders are encouraged to promptly surrender Old Certificates to the transfer agent (acting as exchange agent in connection with the Reverse Stock Split) in order to avoid having shares become subject to escheat laws.

Fractional Shares

The Company does not intend to issue fractional shares in the event that a shareholder owns a number of shares of Class A common stock that is not evenly divisible by the Reverse Stock Split ratio. If the Reverse Stock Split is effected, each fractional share of Class A common stock will be:

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Accounting Matters

If the Reverse Stock Split is effected, the par value per share of our Class A common stock will remain unchanged at $0.001. Accordingly, on the effective date of the Reverse Stock Split, the stated capital on the Company’s consolidated balance sheets attributable to our Class A common stock will be reduced in proportion to the size of the Reverse Stock Split ratio, and the additional paid-in-capital account will be increased by the amount by which the stated capital is reduced. Our shareholders’ equity, in the aggregate, will remain unchanged. Per share net income or loss will be increased because there will be fewer shares of Class A common stock outstanding. The Class A common stock held in treasury will be reduced in proportion to the Reverse Stock Split ratio. The Company does not anticipate that any other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, will arise as a result of the Reverse Stock Split.

Potential Anti-Takeover Effect

Even though a potential Reverse Stock Split would result in an increased proportion of unissued authorized shares to issued shares, which could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the board of directors or contemplating a tender offer or other transaction for the combination of us with another company), the Reverse Split Proposal is not being proposed in response to any effort of which we are aware to accumulate shares of our Class A common stock or obtain control of us, nor is it part of a plan by management to recommend a series of similar amendments to our board of directors and our shareholders.

No Appraisal Rights

Our shareholders are not entitled to appraisal rights with respect to a Reverse Stock Split, and we will not independently provide shareholders with any such right.

Federal Income Tax Consequences of a Reverse Stock Split

The following is a discussion of certain material U.S. federal income tax consequences of the Reverse Stock Split. This discussion is included for general information purposes only and does not purport to address all aspects of U.S. federal income tax law that may be relevant to shareholders in light of their particular circumstances. This discussion is based on the Code and current Treasury Regulations, administrative rulings and court decisions, all of which are subject to change, possibly on a retroactive basis, and any such change could affect the continuing validity of this discussion.

All shareholders are urged to consult with their own tax advisors with respect to the tax consequences of the Reverse Stock Split. This discussion does not address the tax consequences to shareholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, partnerships, nonresident alien individuals, broker-dealers and tax-exempt entities, persons holding shares as part of a straddle, hedge, conversion transaction or other integrated investment, U.S. holders (as defined below) subject to the alternative minimum tax or the unearned income Medicare tax and U.S. holders whose functional currency is not the U.S. dollar. This summary also assumes that the pre-Reverse Stock Split shares of Class A common stock were, and the post-Reverse Stock Split shares of Class A common stock will be, held as a “capital asset,” as defined in Section 1221 of the Code.

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As used herein, the term “U.S. holder” means a holder that is, for U.S. federal income tax purposes:

•a citizen or resident of the United States;

In general, no gain or loss should be recognized by a shareholder upon the exchange of pre-Reverse Stock Split Class A common stock for post-Reverse Stock Split Class A common stock. The aggregate tax basis of the post-Reverse Stock Split Class A common stock should be the same as the aggregate tax basis of the pre-Reverse Stock Split Class A common stock exchanged in the Reverse Stock Split. A shareholder’s holding period in the post-Reverse Stock Split common stock should include the period during which the shareholder held the pre-Reverse Stock Split Class A common stock exchanged in the Reverse Stock Split.

As noted above, we will not issue fractional shares of Class A common stock in connection with the Reverse Stock Split. In certain circumstances, shareholders who would be entitled to receive fractional shares of Class A common stock because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole post-Reverse Stock Split share of Class A common stock. The U.S. federal income tax consequences of the receipt of such an additional fraction of a share of Class A common stock is not clear.

The tax treatment of a shareholder may vary depending upon the particular facts and  circumstances of such shareholder. Each shareholder is urged to consult with such shareholder’s own tax advisor with respect to the tax consequences of the Reverse Stock Split.

Directors and Executive Officers

Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this Reverse Split Proposal except to the extent of their ownership of shares of our Class A common stock and their interest in preserving the Company’s Nasdaq listing.

Reservation of Right to Abandon Reverse Stock Split

We reserve the right to abandon a Reverse Stock Split without further action by our shareholders at any time before the effectiveness of the filing with the Secretary of the State of Nevada of the certificate of amendment to our Articles of Incorporation, even if the authority to effect a Reverse Stock Split has been approved by our shareholders at the Annual Meeting. By voting in favor of a Reverse Stock Split, you are expressly also authorizing the board of directors to delay, not to proceed with, and abandon, a Reverse Stock Split if it should so decide, in its sole discretion, that such action is in the best interests of the shareholders.

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Vote Required

The approval of the Reverse Split Proposal requires the affirmative “FOR” vote of the majority of the voting power of the outstanding shares of Class A common stock entitled to vote on the proposal, voting together as a single class. The failure to vote on the Reverse Split Proposal will have the same effect as a vote against the proposal. An abstention will have the same effect as a vote against the Reverse Split Proposal. A vote on this proposal will be considered a “routine” matter. Therefore, we do not expect any broker non-votes on this proposal and a failure to instruct your broker, bank or other nominee on how to vote your shares will not necessarily count as a vote against this proposal.    

board Recommendation

The board of directors unanimously recommends you vote “FOR” the Reverse Split Proposal.

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Proposal 5: To approve an amendment to the Company’s 2021 Equity Incentive Plan (the “Plan”) to increase the number of shares of Class A common stock available for issuance by 7,500,000 shares

Summary and Purpose of the Amendment to 2021 Equity Incentive Plan

The board of directors has voted to amend the 2021 Equity Incentive Plan (the “Plan”) to increase the number of shares of Class A common stock authorized for issuance under the Plan by an additional 7,500,00 shares of Class A common stock (the “Shares”). The Plan, as originally approved in 2021, authorized a total of 5,000,000 shares for issuance, all of which have been awarded over the past three years in the form of restricted stock units or options. As such, at present, there are no shares available for issuance under the plan and the increase in authorized Shares is necessary to make enough shares available for issuance under the Plan to cover planned stock incentive grants to our executive officers, directors, employees and consultants. We anticipate the Shares will satisfy our equity incentive needs for the next two to three years.

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Increase in Number of Authorized Shares

The total number of underlying shares of the Company’s Class A common stock available for grant to directors, officers, key employees, and consultants of the Company or a subsidiary of the Company under the Plan is presently 5,000,000 shares. At present, we have issued a total of 6,199,231 shares under the Plan, such that we are now 1,199,231 shares over the authorized share number, and thus the Company needs to increase the number of shares available for issuance.

The board of directors believes that the Company’s success depends in large part on its ability to attract, retain, and motivate its executive officers and other key personnel and that grants of awards under the Plan may be a significant element of compensation for such persons. The board of directors believes that the proposed increase in the number of shares of Class A common stock available for issuance as provided in the Plan, as amended, will provide the Compensation Committee with greater flexibility in the administration of the Plan and is appropriate in light of the growth of the Company in order to attract and retain key individuals. Following the proposed increase, the total authorized number of shares under the Plan will be 12,500,000 shares, which represents approximately 17% of the issued and outstanding shares of Class A common stock of the Company as of the date hereof.

On April 5, 2023, the board of directors approved amendment to the Plan to make available for the issuance of up to an additional 7,500,000 shares for grants to directors, officers and employees, which amount would represent approximately 10% or our outstanding Class A common stock, assuming all 7,500,000 shares were issued and exercised under the Plan. The Company views the availability of stock compensation as an increasingly important factor in attracting and retaining talent.

The amendment to the Plan is attached as Appendix B to this Proxy Statement.

Awards to be Granted to Certain Individuals and Groups

As of the date hereof, the Company cannot determine the benefits or amounts that will be received by or allocated to any individual or group resulting from the approval of the amendment to the Plan.

Equity Compensation Plan Information

The following table provides information as of December 31, 2022 about our equity compensation plans and arrangements.

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A vote of a majority of shares present in person or by proxy at such meeting and entitled to vote is required to approve Proposal No. 5.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE

AMENDMENT TO THE COMPANY’S 2021 EQUITY INCENTIVE PLAN.

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Audit Committee Report

The information contained in the following Audit Committee Report shall not be deemed to be soliciting material or to be filed with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference into such filing.

With respect to the audit of Company’s financial statements for the year ended December 31, 2022, the Audit Committee:

Based on these reviews and discussions, the Audit Committee recommended to the board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Respectfully submitted by the members of the audit committee of the board of directors:

R. Wayne Jackson (Chair)

Dale Strang

Rudolph F. Crew

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Executive Compensation

Summary Compensation Table

The following table sets forth information regarding the compensation of our named executive officers for the years ended December 31, 2022 and December 31, 2021:

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Outstanding Equity Awards

The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2022:

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Pay vs performance

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