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
Date of report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
Commission file number
| 8211 | ||||
|
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(Primary Standard Industrial Classification Code Number.) |
(IRS Employer Identification No.) |
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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).
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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 Materially Definitive Agreement |
On April 19, 2024, Boxlight Corporation, a Nevada corporation (the “Company”), entered into a sixth amendment (the “Sixth 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 Sixth Amendment serves to amend the Credit Agreement, originally entered into on December 31, 2021, as amended on April 4, 2022, June 21, 2022, April 24,2023, June 26, 2023, and March 14, 2024 between the Company and all of its direct and indirect subsidiaries, the Collateral Agent, and the Lender.
Pursuant to the Sixth Amendment, the Lender has provided the Company with a $2,000,000 additional working capital bridge loan on April 19, 2024 and agreed to provide the Company with an additional $3,000,000 working capital bridge loan in June 2024, provided, that the Company is then in compliance with revised minimum liquidity requirements that the Company must maintain in order to comply with certain Borrowing Base Requirements (as defined in the Credit Agreement) and other loan covenants, including its Senior Leverage Ratios (as defined in the Credit Agreement). Both working capital bridge loans are due and payable in full on November 29, 2024.
The foregoing description of the Sixth 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 Sixth 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 $2,000,000 (the “Loan”). The Loan closed on April 19, 2024.
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 | Sixth Amendment to Credit Agreement, dated April 19, 2024, between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance LLC. | |
| 10.2 | Notice of Borrowing, dated April 19, 2024, 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 23, 2024 | ||
| BOXLIGHT CORPORATION | ||
| By: | /s/ Dale Strang | |
| Name: | Dale Strang | |
| Title: | Chief Executive Officer | |