UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| 8211 | ||||
|
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| Item 1.01. | Entry into a Materially Definitive Agreement |
On April 24, 2023, Boxlight Corporation, a Nevada corporation (the “Company”), entered into a third amendment (the “Third Amendment”) to the credit agreement (the “Credit Agreement”) with Whitehawk Capital Partners, LP, as collateral agent (the “Collateral Agent”), and Whitehawk Finance LLC (the “Lender”). The Third Amendment serves to amend the Credit Agreement, originally entered into on December 31, 2021, as amended on April 4, 2022 and June 21, 2022, between the Company and all of its direct and indirect subsidiaries, the Collateral Agent and the Lender pursuant to which the Company received an initial $58.5 million term loan on December 31, 2021. The Third Amendment was entered into for purposes of the Lender funding an additional $3.0 million delayed draw term loan (the “Additional Draw”). The Additional Draw was funded on April 24, 2023, must be repaid on or prior to September 29, 2023, is not subject to any prepayment penalties, and adjusts certain terms to the Credit Agreement, including adding test period end dates and corresponding Senior Leverage Ratios (as defined in the Credit Amendment) and revising the minimum liquidity requirements that the Company must maintain compliance with pertaining to certain Borrowing Base Requirements (as defined in the Credit Agreement), among other adjustments.
The foregoing description of the Third Amendment to the Credit Agreement does not purport to describe all of the material terms of such agreement and is qualified in its entirety by reference to such document, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Item 1.01 above is incorporated herein by reference. In connection with the Third Amendment to the Credit Agreement, the Company executed and provided a notice of borrowing (the “Notice of Borrowing”) to the Collateral Agent giving notice that the Company was requesting a loan under the Credit Agreement in the aggregate principal amount of $3,000,000 (the “Loan”). The Loan closed on April 24, 2023.
The foregoing description of the Notice of Borrowing does not purport to describe all of the material terms of such agreement and is qualified in its entirety by reference to such document, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Third Amendment to Credit Agreement, dated April 24, 2023, between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance LLC. | |
| 10.2 | Notice of Borrowing, dated April 24, 2023, from Boxlight Corporation addressed to Whitehawk Capital Partners, LP. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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: April 26, 2023 | ||
| BOXLIGHT CORPORATION | ||
| By: | /s/ Michael R. Pope | |
| Name: | Michael R. Pope | |
| Title: | Chief Executive Officer | |