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Section 1: 8-K

 

 

 

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 1934

 

Date of Report (date of earliest event reported): September 17, 2018

 

BOXLIGHT CORPORATION

(Exact name of registrant as specified in charter)

 

Nevada   8211   46-4116523

(State of

Incorporation)

 

(Primary Standard Industrial

Classification Code Number.)

 

(IRS Employer

Identification No.)

 

BOXLIGHT CORPORATION

1045 Progress Circle

Lawrenceville, Georgia 30043

(Address Of Principal Executive Offices) (Zip Code)

 

678-367-0809

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, is 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 (see General Instruction A.2. below):

 

[  ] 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. [  ]

 

 

 

   
 

 

Item 1.01. Entry into a Material Definitive Agreement

 

On September 17, 2018 we completed the acquisition of 100% of the membership interest equity of EOSEDU, LLC, an Arizona limited liability company owned by Daniel and Aleksandra Leis. The transactions contemplated by the purchase were effective as of August 31, 2018. There is no material relationship or other affiliation between the parties to the agreement.

 

EOSEDU is in the business of providing technology consulting, training, and professional development services to create sustainable programs that integrate technology with curriculum in K-12 schools and districts.

 

The purchase price paid at closing was 100,000 shares of our Class A common stock. The business formerly conducted by EOSEDU will be operated as a division of our subsidiary Boxlight, Inc. As part of the transaction, Daniel and Aleksandra Leis each received three-year employment agreements with Boxlight, Inc., under which each person shall serve as executives of Boxlight, Inc. at annual base salaries of $121,000 plus a commission equal to 5% of gross revenues derived by Boxlight, Inc. from the services provided from the EOSEDU business to clients of Boxlight, Inc. In addition, Daniel and Aleksandra Leis shall each receive stock options to purchase 16,000 shares of our Class A common stock on each anniversary of their employment, with the first grant commencing on September 17, 2018. The options will vest for a period of four years from the annual grant date. The exercise price at the time of the annual award will be the closing market price of our Class A common stock on the grant date.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
4.1   Operating Agreement of EOSEDU, LLC by and between the Registrant and EOSEDU, LLC dated September 17, 2018 (Incorporated by reference to Exhibit 4.8 in the Registration Statement on Form S-1/A(Reg. No. 333-226068) filed on September 25, 2018)
     
10.1   Membership Interest Purchase Agreement, dated as of September 17, 2018 (Incorporated by reference to Exhibit 10.24 in the Registration Statement on Form S-1/A(Reg. No. 333-226068) filed on September 25, 2018)
     
10.2   Employment Agreement, dated September 1, 2018 by and between the Registrant and Aleksandra Leis (Incorporated by reference to Exhibit 10.25 in the Registration Statement on Form S-1/A(Reg. No. 333-226068) filed on September 25, 2018)
     
10.3   Employment Agreement, dated September 1, 2018 by and between the Registrant and Daniel Leis (Incorporated by reference to Exhibit 10.26 in the Registration Statement on Form S-1/A(Reg. No. 333-226068) filed on September 25, 2018)
     
99   Press Release, dated September 24, 2018

 

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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.

 

  BOXLIGHT CORPORATION
     
  By: /s/ Takesha Brown
  Name: Takesha Brown
  Title: Chief Financial Officer

 

Dated: September 26, 2018

 

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Section 2: EX-99

 

 

Boxlight Announces Acquisition of EOS Education

 

Purchase Expands Consulting and Professional Development Offerings

 

LAWRENCEVILLE, GA, September 24, 2018Boxlight Corporation (Nasdaq: BOXL), a leading provider of interactive technology solutions for the global education market, today announced it has completed the acquisition of EOSEDU, LLC (“EOS Education”), a consulting and professional development company for the K-12 education market. Boxlight acquired EOS Education for 100,000 shares of Boxlight common stock.

 

“This addition is part of our continued effort to provide the most comprehensive solution suite in the education technology marketplace,” said Mark Elliott, CEO of Boxlight. “For technology integrations to be successful, teachers need proper training, ongoing professional development and support. By adding the EOS Education team we can immediately fill that need and provide a more robust portfolio of end-to-end services which compliment our hardware and software solutions, giving educators the training they need to fully leverage the technology’s full range of possibilities.”

 

With the acquisition, it’s expected that Boxlight’s professional services division will produce as much as 10 percent of its total revenues with gross profit margins greater than 50 percent. It also brings significant management talent to Boxlight by adding Daniel Leis and Dr. Aleksandra Leis. Together, with decades of experience managing high-growth professional services businesses in emerging markets and sectors, they will bring an incredible synergy to Boxlight. Daniel will fill the role of Vice President of Global Services for Boxlight while Aleksandra will continue in her role as the CEO of EOS Education, which will now be a wholly owned subsidiary of Boxlight.

 

“Boxlight and EOS share a common vision of providing the right mix of tools and services to meet the evolving needs of educators and their students. We are excited to build upon the deep relationships Boxlight has with its clients and partners to ultimately deliver long-term value that benefits teachers and students,” said Daniel Leis.

 

Dr. Aleksandra Leis added, “For years, EOS’ professional development programs have helped improve the effectiveness of teachers and increase engagement of students. Joining Boxlight gives us a pathway to dramatically increase our reach globally and the human and capital resources to continue our mission of supporting teachers as they leverage technology to improve student outcomes.”

 

About Boxlight Corporation

 

Boxlight Corporation (Nasdaq: BOXL) (“Boxlight”) is a leading provider of technology solutions for the global education market. The company aims to improve learning and engagement in classrooms and to help educators enhance student outcomes, by developing the products they need. The company develops, sells, and services its integrated, interactive solution suite including software, classroom technologies, professional development and support services. For more information about the Boxlight story, visit http://www.boxlight.com.

 

 
 

 

Forward Looking Statements

 

This press release may contain information about Boxlight’s view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to maintain and grow its business, variability of operating results, its development and introduction of new products and services, marketing and other business development initiatives, competition in the industry, etc. Boxlight encourages you to review other factors that may affect its future results in Boxlight’s filings with the Securities and Exchange Commission.

 

Contacts:

 

Media

Charlotte Andrist

Nickel Communications

+1 770-310-5244

charlotte@nickelcommpr.com

 

Investor Relations

Michael Pope, Boxlight Corporation

+1 360-464-4478

michael.pope@boxlight.com

 

Laura Bainbridge, Addo Investor Relations

+1 310-829-5400

investor.relations@boxlight.com

 

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