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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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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EXPLANATORY NOTE
Explanatory Note to Form 8-K
This Current Report on Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed January 5, 2022 (“the Original Form 8K”) by Boxlight Corporation, a Nevada Corporation (the “Company”), and its wholly owned subsidiary, Boxlight, Inc. (“Boxlight”), for the acquisition of 100% of the membership interests of FrontRow Calypso LLC, a Delaware limited liability company (“FrontRow”), which acquisition closed on December 31, 2021. FrontRow was acquired in exchange for payment of $34.7 million to Phonic Ear, Inc. and Calypso Systems LLC, the equity holders of FrontRow (the “Equityholders”). The acquisition occurred pursuant to the terms of a membership interest purchase agreement, dated October 29, 2021 (the “Purchase Agreement”), between the Company, Boxlight, FrontRow and the Equityholders, which Purchase Agreement was filed as Exhibit 10.1 to our Current Report on Form 8-K dated October 29, 2021.This Current Report on Form 8-K/A amends the Original Form 8-K to present certain financial statements of FrontRow and to present certain unaudited pro forma financial information in connection with the Company’s business combination with FrontRow, which financial statements and unaudited pro forma information are filed as exhibits hereto. All of the other items in the Original Form 8-K remain the same and are incorporated herein by reference.
Item 9.01Financial Statement and Exhibits.
(a) | Financial Statements of Business Acquired. |
The Audited Financial Statements of FrontRow Calypso LLC, as of and for the year ended December 31, 2021 with the related notes thereto and the independent Auditor’s Report, as filed as Exhibit 99.1 hereto.
(b) | Pro Forma Financial Information. |
The unaudited pro forma financial information of Boxlight Corporation, after giving effect to the acquisition of FrontRow Calypso LLC and the adjustments described therein, is attached as Exhibit 99.2 and is incorporated herein by reference.
(d) | Exhibits. |
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99.1 | ||
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104 |
| Cover Page Interactive Data File Imbedded within the inline XBRL document. |
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 17, 2022 |
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BOXLIGHT CORPORATION |
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By: | /s/ Michael Pope |
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Name: | Michael Pope |
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Title: | Chief Executive Officer |
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