Boxlight Corp — Regulatory Filings 2020

Sep 24, 2020

8-K 1 form8-k.htm

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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, 2020

BOXLIGHT CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	8211	46-4116523
(State
of Incorporation)	(Primary
Standard Industrial Classification
Code Number.)	(IRS
Employer Identification
No.)

BOXLIGHT CORPORATION

1045 Progress Circle

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)) |

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading
Symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Common
Stock $0.0001 per share | BOXL | The
Nasdaq Stock Market LLC |

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

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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Item 1.01 Entry Into Material Definitive Agreements.

Patent Assignment and Licensing Agreement

On September 23, 2020, Boxlight Corporation, a Nevada corporation (the “Company”), entered into a patent purchase agreement (the “Patent Purchase Agreement”) with Circle Technology, Inc., a Washington corporation (“CTI”), for the purchase of certain screen sharing patents (the “Transferred Patents”) held by CTI. As consideration for the purchase of the patents, the Company has agreed to pay CTI the following: (i) $100,000 payable in three instalments over two months, and (ii) for a term of four years following closing on the patent purchase (a) royalty fees consisting of $5.00 per each hardware or software product sold by the Company or its affiliates in the United States that utilizes the acquired patents and (b) a royalty of 10% for all other revenues related to the Transferred Patents. During the Term the Company is obligated to provide CTI quarterly reports tracking the sales and earnings related to the Transferred Patents and make payment on the royalties within 75 days following the end of each quarter.

| Item
9.01 | Financial
Statements and Exhibits. |
| --- | --- |
| (d) | Exhibits |
| Exhibit
No. | Description |
| 10.1 | Patent Purchase Agreement, dated September 23, 2020, between Boxlight Corporation and Circle Technology Corporation. |
| 99.1 | Press Release dated September 24, 2020. |

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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:
September 24, 2020 | |
| --- | --- |
| BOXLIGHT
CORPORATION | |
| By: | /s/
Michael Pope |
| Name: | Michael
Pope |
| Title: | Chief
Executive Officer |

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