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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 of 1934

 

Date of report (date of earliest event reported): March 12, 2019

 

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

Lawrenceville, Georgia 30043

(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))

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On Mach 12, 2019, Boxlight Corporation, a Nevada corporation (“Boxlight”), and its wholly owned subsidiary, Boxlight Inc. (the “Purchaser”), entered into and closed on an asset purchase agreement (the “Asset Purchase Agreement”) with Modern Robotics, Inc., a New York corporation (“MRI”), and its sole stockholder, Stephen Barker, pursuant to which Purchaser acquired substantially all of the assets (the “Assets”) and assumed certain liabilities of MRI. MRI is a company engaged in the business of developing, selling and distributing STEM, robotics and programming solutions to the education market globally.

 

The Assets were purchased for a total purchase price of $970,000, consisting of (i) $70,000 in the form of a promissory note and (ii) Two Hundred Thousand (200,000) shares of Boxlight Class A Common Stock, par value $0.0001 per shares (the “BOXL Shares”), each BOXL Share valued at $4.50 per share.

 

At closing Boxlight Inc. entered into an employment agreement with Mr. Barker, MRI’s Chief Executive Officer, pursuant to which Mr. Barker will serve as Vice President of Robotics at Boxlight Inc. In addition, Boxlight granted options to Mr. Barker to purchase 20,000 shares of Boxlight Class A common stock at an exercise price of $2.52 per share.

 

The foregoing description of the Asset Purchase Agreement and related exhibits thereto do not purport to be complete and are qualified in their entirety by reference to the complete text of such agreements, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1, and are incorporated by reference herein to this Item 1.01 in their entirety.

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

The information included in Item 1.01 of this Current Report on Form 8-K relating to the Asset Purchase Agreement is incorporated into this Item 2.01 by reference.

 

On March 12, 2019, the Company closed on the Asset Purchase Agreement, acquiring substantially all of the assets of MRI.

 

Item 7.01. Regulation FD Disclosure.

 

On March 14, 2019, the Company issued a press release announcing the Company’s acquisition of MRI. A copy of the press release is furnished herewith as Exhibit 99.1. 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1   Asset Purchase Agreement, dated March 12, 2019, by and among Boxlight Corporation, Boxlight Inc., Modern Robotics Inc. and Stephen Barker.
     
99.1   Press Release dated March 14, 2019

 

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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.

 

Dated: March 14, 2019

 

BOXLIGHT CORPORATION

 

By: /s/ Michael Pope  
Name: Michael Pope  
Title: President  

 

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Section 2: EX-10.1

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

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Section 3: EX-99.1

 

 

Boxlight Announces Acquisition of Modern Robotics

 

Expands Proprietary STEM Solutions to Programming and Robotics

 

LAWRENCEVILLE, GA, March 14, 2019Boxlight Corporation (Nasdaq: BOXL), a leading provider of interactive technology solutions for the global education market, today announced it has completed the acquisition of Modern Robotics, Inc. (“Modern Robotics”), a Science, Technology, Engineering and Math (STEM) education company with programing and robotics solutions for the K-12 education market.

 

Modern Robotics are the developers of MyBot, a powerful and innovative K-12 ecosystem and robotics program that helps students from pre-school to high school develop skills, and a passion for programming and robotics. Through the cohesive software platform and innovative robots, educators receive an out-of-the-box solution, complete with a robust curriculum, STEM lessons, tutorials and videos.

 

“We are excited to expand our offerings in the red-hot field of STEM and robotics learning,” said Mark Elliott, CEO of Boxlight. “MyBot was conceived and developed to fulfill a need in robotics and coding in the classroom. By bringing these cutting-edge teaching tools to educators, we help them engage today’s students in meaningful learning experiences that will create graduates who are workplace ready in emerging STEM fields including software, robotics and technology.”

 

Over the next 12 months, it’s expected that Boxlight will produce over $2 million in robotics and programming revenues with gross profit margins greater than 50 percent. The acquisition also brings significant management talent to Boxlight by adding Modern Robotics’ current CEO Stephen Barker who will fill the role of Vice President, STEM Education. Barker has more than 30 years of extensive experience in robotics and technology innovation, including developing sensors and components for Lego Robotics, and brings an incredible wealth of brain trust to Boxlight’s growing STEM offerings.

 

“We developed these robotics and coding tools to fulfill a need in education – to create more meaningful, hands-on learning opportunities in STEM for both teachers and students, and to make coding and robotics cool and not complex,” stated Barker. “Now with Boxlight, we can take these products to the next level and distribute them on a global scale. We’ll engage a whole new generation of students with our products - which in the end will go a long way in helping prepare students for a myriad of STEM careers and the general workforce of the future.”

 

About Boxlight Corporation: Boxlight Corporation (Nasdaq: BOXL) (“Boxlight”) is a leading provider of technology solutions for the global learning 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 because 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

[email protected]

 

Investor Relations

Michael Pope, Boxlight Corporation

+1 360-464-4478

[email protected]

 

or

 

Stephen Hart

Hayden IR

+1 917-658-7878

[email protected]

 

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