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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):
September 23, 2025
BOXLIGHT CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-37564 |
|
36-4794936 |
| (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)
Not Applicable
(Former name or formed address, if changed since
last report)
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 |
| Class
A 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 1.01 | Entry into a Material Definitive Agreement. |
On September 23, 2025, Boxlight Corporation, a
Nevada corporation (the “Company”), entered into a placement agency agreement (the “Placement Agency Agreement”)
with A.G.P./Alliance Global Partners (“Placement Agent”) and a securities purchase agreement (the “Purchase Agreement”)
with certain purchasers, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”),
an aggregate of (i) 1,333,333 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001
per share (“Class A Common Stock”). The public offering price for each share of Class A Common Stock was $3.00.
The Offering closed on September 24, 2025. The
gross proceeds to the Company from the Offering were approximately $4.0 million, before deducting the Placement Agent’s fees and
other Offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and
debt reduction as agreed upon with the Company’s senior lender.
Each of the Placement Agency Agreement and the
Purchase Agreement contains customary representations and warranties of the Company, indemnification obligations of the Company, customary
conditions to closing and termination provisions. Additionally, each of the directors and officers of the Company, pursuant to lock-up
agreements, agreed not to sell or transfer any of the Company securities which they hold, subject to certain exceptions, during the 45-day
period following the closing of the Offering.
Pursuant to the Purchase Agreement, from the date
of such agreement until 30 days after the closing of the Offering, the Company will not (i) issue, enter into any agreement to issue or
announce the issuance or proposed issuance of any shares of Class A Common Stock or securities convertible, exchangeable or exercisable
into, shares of Class A Common Stock (“Common Stock Equivalents”) or (ii) file any registration statement or amendment
or supplement thereto, other than in connection with the prospectus supplement to be filed by the Company in connection with the Offering;
provided, however, that commencing after 5 days following the closing of the Offering, the Company may enter into an at-the-market offering
(“ATM”) facility or similar agreement with the Placement Agent, file any related prospectus supplement thereto and
conduct sales pursuant to the ATM.
Pursuant to the Placement Agency Agreement, the
Company paid the Placement Agent as compensation a cash fee of 7.0% of the aggregate gross proceeds from the Offering, plus reimbursement
of certain expenses and legal fees.
The Shares were offered by the Company pursuant
to the registration statement on Form S-3 originally filed on January 24, 2025, with the Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (File No. 333-284493), and declared effective on February 5, 2025.
The legal opinion, including the related consent,
of Kilpatrick Townsend & Stockton LLP relating to the legality of the issuance and sale of Shares in the Offering is filed as Exhibit
5.1 to this Current Report.
The foregoing summaries do not purport to be complete
and are qualified in their entirety by reference to the Placement Agent Agreement and the Purchase Agreement, which are filed as Exhibits
10.1 and 10.2, respectively, to this Current Report on Form 8-K.
| Item 7.01 | Regulation FD Disclosure. |
On September 23, 2025, the Company issued a press
release, announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K.
The information in this Item 7.01 (including Exhibit
99.1) of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Exchange Act, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall
it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| 5.1 |
|
Opinion
of Kilpatrick Townsend & Stockton LLP |
| 10.1 |
|
Placement
Agency Agreement |
| 10.2 |
|
Form
of Securities Purchase Agreement |
| 23.1 |
|
Consent
of Kilpatrick Townsend & Stockton LLP (contained in Exhibit 5.1) |
| 99.1 |
|
Press
Release of the Company, dated September 23, 2025, announcing the pricing of the Offering |
| 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: September 24, 2025
BOXLIGHT CORPORATION
| By: |
/s/ Brian Lane |
|
| Name: |
Brian Lane |
|
| Title: |
Chief Financial Officer |
|
