8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): March 25, 2021

BOXLIGHTCORPORATION

(Exact name of registrant as specified in its charter)

Nevada	8211	46-4116523
(State<br> of<br><br> <br>Incorporation)	(Primary<br> Standard Industrial<br><br> <br>Classification<br> Code Number.)	(IRS<br> Employer<br><br> <br>Identification<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement<br> 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<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock $0.0001 per share	BOXL	The<br> 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. [  ]

Item 2.02	Results of Operations and Financial Condition.

On March 25, 2021, Boxlight Corporation, a Nevada corporation (the “Company”), issued a press release announcing its financial results for the year ended December 31, 2020. The press release also announced that the Company will be hosting a conference call on March 25, 2021, at 4:30 p.m. ET, 1:30 p.m. PT, during which time the Company will discuss its fourth quarter and year end 2020 financial results. A copy of the press release is attached hereto and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information may be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, only if and to the extent that such subsequent filing specifically references such information.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits
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Exhibit<br> No.	Description
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99.1	Press Release, dated March 25, 2021.

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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:<br> March 25, 2021
BOXLIGHT<br> CORPORATION
By:	/s/ Patrick Foley
Name:	PatrickFoley
Title:	ChiefFinancial Officer

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Exhibit99.1

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BoxlightReports Fourth Quarter and Full Year 2020

FinancialResults

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●	Reported $31.9M revenues, a record quarter
●	Net loss per common share improved by $0.09 to $(0.17) for Q4 and by $0.49 to $(0.39) for FY
●	Adjusted EPS improved by $0.25 to $0.01 for Q4 and by $0.51 to $(0.02) for FY
●	Adjusted EBITDA improved by $3.0M to $0.4M for Q4 and by $2.8M to $(1.0) for FY
●	Ended Year with $11.3M Backorders, $13.5M Cash, $21.0M Working Capital and $44.9M Stockholders’ Equity
●	Expect Q1 2021 Revenue of $28M and Positive Adj. EBITDA

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Lawrenceville,GA – Business Wire – March 25, 2021 – Boxlight Corporation (Nasdaq: BOXL) (“Boxlight”), a leading provider of interactive technology solutions, today announced the Company’s financial results for the fourth quarter and full year ended December 31, 2020.

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KeyFinancial Highlights for Q4 2020 as Compared to Q4 2019

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●	Revenues<br> increased by 437% to $31.9 million
●	Customer<br> orders increased by 453% to $33.2 million
●	Gross<br> profit margin was 11.2%, as adjusted for the net effect of acquisition-related purchase accounting,<br> increased to 26.4%, an improvement of 84 basis points
●	Net<br> loss per common share improved by $0.9 to $(0.17)
●	Adjusted<br> EBITDA improved by $3.0 million to $0.4 million
●	Adjusted<br> EPS improved by $0.25 to $0.01

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KeyFinancial Highlights for Full Year 2020 as Compared to Full Year 2019

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●	Revenues<br> increased by 66% to $54.9 million
●	Customer<br> orders increased by 83% to $56.5 million
●	Gross<br> profit margin was 18.0%, as adjusted for the net effect of acquisition-related purchase accounting,<br> decreased by 10 basis points to 27.2%
●	Net<br> loss per common share improved by $0.49 to $(0.39)
●	Adjusted<br> EBITDA improved by $4.7 million to $(1.0) million
●	Adjusted<br> EPS improved by $0.51 to $(0.02)
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●	Working<br> capital improved by 388% to $21.0 million
●	Ended<br> year with $11.3 million backorders, $13.5 million cash and $44.9 million stockholders’<br> equity

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KeyBusiness Highlights for Q4 2020

●	Appointed<br> Mark Starkey as President and Head of Global Sales, Patrick Foley as Chief Financial Officer<br> and Shaun Marklew as Chief Technology Officer (effective Jan 2021).
●	Announced<br> Dr. Don Gemeinhardt as Director of Strategic Funding and Grants.
●	Received<br> significant customer orders of $4.2 million from D&H Distributing (US), $2.8 million<br> from Unit DK (Denmark), $2.8 million from Trox (US), $1.6 million from ASI (Australia), $1.3<br> million from Speechi-Wouarf (France), $1.2 million from Tierney (US), $870 thousand from<br> Charmex Internacional (Spain) and $668 thousand from IDNS (UK).
●	Closed<br> the fourth quarter with #4 market share for IFPDs in EMEA, #3 in the U.K., #1 in Australia<br> and Denmark, and #5 in the U.S. (per Q4 2020 research from Futuresource Consulting).
●	Received<br> three awards from THE Journal’s Best New EdTech Product Awards for our MimioConnect<br> Blended Learning Platform as Best Remote and Distance Learning Program, and our MyStemKits<br> Virtual STEM Kits for both Best Robotics System/Curriculum and Best STEM/STEAM Program/Curriculum.
●	Awarded<br> Best of Show at ISTE 2020 for our MimioConnect Blended Learning Platform, MimioSTEM MyStemKits<br> and Robo 3D solutions, and Professional Development: Extending Learning Beyond the Classroom.
●	Recognized<br> by the Plus X Awards for our Clevertouch IMPACT Plus interactive touchscreen in four categories:<br> Design, Quality, Ease of Use and Functionality

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ManagementCommentary

“We closed the fourth quarter with record customer orders and outperformed our revenue and earnings guidance,” commented Michael Pope, Chairman and Chief Executive Officer. “Despite challenging disruptions to how we interact and communicate in both education and business settings, we have experienced increased demand for our solutions in 2021 and expect to report the first quarter with revenue greater than $28 million and positive Adjusted EBITDA. Note that the first quarter is seasonally slow and has historically accounted for less than 20% of annual sales.

“We are benefiting from a robust and growing market for interactive hardware and software solutions, and are executing on our strategy to take market share by providing superior solutions and unsurpassed customer support. Specifically, we are managing an unprecedented order pipeline for our education technology solutions, including our range of interactive displays, in both the EMEA and the U.S. markets.

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“We are committed to improving profit margins as we diversify our product mix with increasing sales from high margin solutions such as software, proprietary accessories and professional services.”

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FinancialResults for the Three Months Ended December 31, 2020

Revenues for the three months ended December 31, 2020 were $31.9 million as compared to $5.9 million for the three months ended December 31, 2019, resulting in a 437% increase due primarily to the acquisition of Sahara in September 2020.

Gross profit for the three months ended December 31, 2020 was $3.6 million as compared to $1.0 million for the three months ended December 31, 2019. Gross profit margin for the three months ended December 31, 2020 was 11.2%, as compared to 17.6% for the three months ended December 31, 2019, resulting in a decrease of 64 basis points. The change in gross profit was mainly due to Sahara purchase accounting adjustments which resulted in a decrease to gross profit of $4.8 million; however, taking this into consideration, the normalized gross profit rate for the three months ended December 31, 2020, was $8.4 million or 26.4%. This was slightly down YOY principally due to the increases in global shipping costs which impacted margins between 2-3 percentage points.

Total operating expenses for the three months ended December 31, 2020 were $11.1 million as compared to $4.2 million for the three months ended December 31, 2019. The increase resulted from additional overhead costs associated with the acquired Sahara operations in September 2020.

Other income (expense) for the three months ended December 31, 2020 was net expense of $(1.9) million, as compared to net other income of $0.2 million for the three months ended December 31, 2019. The increase in other expense was due to $0.7 million of increased interest expense associated with increased borrowings, $0.8 million of losses recognized on the settlement of certain debt obligations that were exchanged for common shares, and $0.7 million of gains that were recognized in 2019 upon the remeasurement of certain derivative liabilities.

The Company reported a net loss of $(8.6) million for the three month ended December 2020 as compared to $(2.9) million for the three months ended December 31, 2019.

The net loss attributable to common shareholders was $(8.9) million and $(2.9) million for the three months ended December 31, 2020 and 2019, respectively, after deducting fixed dividends to Series B preferred shareholders.

Comprehensive loss was $(3.3) million and $(2.8) million for the three months ended December 31, 2020 and 2019, reflecting the effect of cumulative foreign currency translation adjustments of $5.3 million and $0.1 million for the three months ended December 31, 2020 and 2019, respectively. The resulting EPS loss for the three months ended December 31, 2020 was $(0.17) per diluted share, compared to $(0.26) per diluted share for the three months ended December 31, 2019.

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Adjusted EBITDA for the three months ended December 31, 2020 was income of $0.4 million, as compared to a loss of $(2.6) million for the three months ended December 31, 2019. Adjustments to EBITDA include stock-based compensation expense, gains/losses from the remeasurement of derivative liabilities, restructuring costs, acquisition costs, and the effects of purchase accounting adjustments in connection with the Sahara acquisition.

Adjusted EPS for the three months ended December 31, 2020 was $0.01 per diluted share, compared to ($0.24) per diluted share for the three months ended December 31, 2019.

At December 31, 2020, Boxlight had $13.5 million in cash and cash equivalents, $21.0 million in working capital, $140.4 million in total assets, $24.6 debt, $44.9 million in stockholders’ equity, 53.3 million common shares issued and outstanding, and 2.9 million preferred shares issued and outstanding.

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FinancialResults for the Year Ended December 31, 2020

Revenues for the year ended December 31, 2020 were $54.9 million as compared to $33.0 million for the year ended December 31, 2019, a 66% increase. The increase in revenues was largely a result of the acquisition of Sahara in September 2020.

Gross profit for the year ended December 31, 2020 was $9.9 million as compared to $8.9 million for the year ended December 31, 2019, a 10% increase. The gross margin decrease from 27.1% to 18.0% was driven by the effects of certain Sahara purchase accounting adjustments of $5.1 million. The resulting normalized gross profit rate for the for the year ended December 31, 2020, was 27.2%, as compared to 27.3% for 2019, showing a slight decrease due to increased global shipping costs.

Total operating expenses for the year ended December 31, 2020 were $22.6 million as compared to $17.0 million for the year ended December 31, 2019. The increase relates to additional overhead costs of the acquired Sahara operations.

Other income (expense) for the year ended December 31, 2020 was a net expense of $(4.3) million, as compared to a net expense of $(1.3) million for the year ended December 31, 2019. The increase in other non-operating expense is primarily due to $1.0 million of additional interest (increased borrowings), $1.5 million increase in losses incurred upon the settlement of certain notes, and $0.4 million of increased expense resulting from the fair value remeasurement of derivative liabilities.

The reported net losses were $(16.2) million and $(9.4) million for the years ended December 31, 2020 and 2019, respectively. The net loss increased by $6.8 million, however this includes $6.6 million GAAP expense items related to the Sahara acquisition: $1.6 million amortization of intangibles, $4.2 million FMV inventory purchase accounting, and $0.8 million FMV deferred revenue adjustment (discounting).

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Net loss attributable to common shareholders was $(16.5) million and $(9.4) million for the year ended December 31, 2020 and 2019, respectively, after deducting fixed dividends to Series B preferred shareholders.

Comprehensive loss was $(10.9) million and $(9.3) million for the year ended December 31, 2020 and 2019, reflecting the effect of cumulative foreign currency translation adjustments of $5.2 million and $0.1 million for the year ended December 31, 2020 and 2019, respectively.

The resulting EPS loss for the year ended December 31, 2020 was $(0.39) per diluted share, compared to $(0.88) per diluted share for the year ended December 31, 2019.

Adjusted EBITDA loss for the year ended December 31, 2020 was $(1.0) million, an improvement of $4.7 million compared to $(5.7) million for the year ended December 31, 2019. Adjustments to EBITDA include stock-based compensation expense, gains/losses from the remeasurement of derivative liabilities, restructuring costs, acquisition costs, and the effects of purchase accounting adjustments in connection with the Sahara acquisition.

Adjusted EPS for the year ended December 31, 2020 was ($0.02) per diluted share, compared to ($0.53) per diluted share for the year ended December 31, 2019.

FourthQuarter and Full Year 2020 Financial Results Conference Call

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Management will host a conference call to discuss the fourth quarter and full year 2020 financial results on Thursday, March 25, 2021 at 4:30 p.m. Eastern Time. The conference call details are as follows:

Date:	Thursday,<br> March 25, 2021
Time:	4:30<br> p.m. Eastern Time / 1:30 p.m. Pacific Time
Dial-in:	877-876-9176<br> (Domestic)<br><br> <br>785-424-1670<br> (International)
Webcast:	https://www.webcaster4.com/Webcast/Page/2213/40468

For those unable to participate during the live broadcast, a replay of the call will also be available from 7:30 p.m. Eastern Time on March 25, 2021 through 11:59 p.m. Eastern Time on April 8, 2021 by dialing 1-877-481-4010 (domestic) and 1-919-882-2331 (international) and referencing the replay pin number: 40468.

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Useof Non-GAAP Financial Measures

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To supplement Boxlight’s financial statements presented on a GAAP basis, Boxlight provides EBITDA and Adjusted EBITDA as supplemental measures of its performance.

To provide investors with additional insight and allow for a more comprehensive understanding of the information used by management in its financial and decision-making surrounding pro forma operations, we supplement our consolidated financial statements presented on a basis consistent with U.S. generally accepted accounting principles, or GAAP, with EBITDA and Adjusted EBITDA, non-GAAP financial measures of earnings. EBITDA represents net income before income tax expense (benefit), interest expense, depreciation and amortization. Adjusted EBITDA represents EBITDA plus stock-based compensation, the change in fair value of derivative liabilities, purchase accounting impact of inventory markup, and non- cash losses associated with debt settlement. Our management uses EBITDA and Adjusted EBITDA as financial measures to evaluate the profitability and efficiency of our business model. We use these non-GAAP financial measures to assess the strength of the underlying operations of our business. These adjustments, and the non-GAAP financial measures that are derived from them, provide supplemental information to analyze our operations between periods and over time. We find this especially useful when reviewing pro forma results of operations, which include large non-cash amortizations of intangible assets from acquisitions and stock-based compensation. Investors should consider our non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.

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AboutBoxlight Corporation

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Boxlight Corporation (Nasdaq: BOXL) is a leading provider of interactive technology solutions under its award winning brands Clevertouch^®^and Mimio^®^ . The Company aims to improve engagement and communication in diverse business and education environments. Boxlight develops, sells, and services its integrated solution suite including interactive displays, collaboration software, supporting accessories and professional services. For more information about Boxlight and the Boxlight story, visit http://www.boxlight.com and http://www.clevertouch.com.

Forward Looking Statements

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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 as a result 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, and competition in the industry, among other things. Boxlight encourages you to review other factors that may affect its future results and performance in Boxlight’s filings with the Securities and Exchange Commission.

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BoxlightCorporation

ConsolidatedBalance Sheets

(unaudited)

	December<br> 31			December<br> 31
	2020			2019
ASSETS
Currentassets:
Cash<br> and cash equivalents	$	13,460,451		$	1,172,994
Accounts<br> receivable-trade, net of allowances		20,869,033			3,665,057
Inventories,<br> net of reserves		20,912,741			3,318,857
Prepaid<br> expenses and other current assets		6,160,396			1,765,741
Total<br> current assets		61,402,621			9,922,649
Property<br> and equipment, net of accumulated depreciation		561,744			207,397
Intangible<br> assets, net of accumulated amortization		55,156,594			5,559,097
Goodwill		23,189,974			4,723,549
Other<br> assets		90,667			56,193
Total<br> Assets	$	140,401,600		$	20,468,885
LIABILITIESAND STOCKHOLDERS’ EQUITY
Currentliabilities:
Accounts<br> payable and accrued expenses	$	14,158,625		$	4,721,417
Accounts<br> payable and accrued expenses - related parties		1,967,346			5,031,367
Warranty<br> reserve		88,770			12,775
Current<br> portion of debt-third parties		16,817,161			4,536,227
Current<br> portion of debt-related parties		-			368,383
Earn-out<br> payable - related party		119,132			387,118
Deferred<br> revenues - short-term		5,671,314			1,972,565
Derivative<br> liabilities		362,967			146,604
Other<br> short-term liabilities		1,209,117			31,417
Total<br> current liabilities		40,394,432			17,207,873
Deferred<br>revenues - long-term		10,482,152			2,582,602
Long-term<br> debt - third parties		7,830,736			1,201,139
Long-term<br> debt - related party		-			108,228
Deferred<br> tax liabilities		7,954,870			-
Other<br> long - term liabilities		2,240			16,696
Total<br> liabilities		66,664,430			21,116,538
Mezzanineequity:
Series<br> B		16,513,433			-
Series<br> C		12,363,035			-
Total<br> mezzanine equity		28,876,468			-
Stockholders’ equity (deficit):
Preferred<br> stock		17			17
Common<br> stock		5,334			1,170
Additional<br> paid-in capital		87,186,862			30,735,815
Subscriptions<br> receivable		(200	)		(200	)
Accumulated<br> deficit		(47,500,969	)		(31,346,431	)
Other<br> comprehensive loss		5,169,658			(38,024	)
Total<br> stockholders’ equity		44,860,702			(647,653	)
Total<br> liabilities, mezzanine and stockholders’ equity (deficit)	$	140,401,600		$	20,468,885

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BoxlightCorporation

ConsolidatedStatement of Operations

(unaudited)

	Three<br> Months Ended						Year<br> Ended
	December<br> 31,						December<br> 31,
	2020			2019			2020			2019
Revenues	$	31,863,131		$	5,930,704		$	54,890,854		$	33,030,357
Cost<br> of revenues		28,301,178			4,884,298			45,022,788			24,088,639
Gross<br> margin		3,561,953			1,046,406			9,868,066			8,941,718
		11.2	%		17.6	%		18.0	%		27.1	%
Operating<br> expense:
General<br> and administrative expenses		10,713,224			3,878,372			21,157,284			15,771,187
Research<br> and development expenses		345,803			317,798			1,418,898			1,229,480
Total<br> operating expense		11,059,027			4,196,170			22,576,182			17,000,667
Loss<br> from operations		(7,497,074	)		(3,149,764	)		(12,708,116	)		(8,058,949	)
Other<br> income (expense):
Interest<br> expense, net		(1,196,542	)		(516,594	)		(2,814,908	)		(1,793,610	)
Other<br> (expense) income, net		67,707			21,718			128,639			87,674
Change<br> in fair value of derivative liabilities		22,977			771,852			(216,363	)		244,794
Gain<br> (loss) from settlement of liabilities		(784,266	)		(28,421	)		(1,362,973	)		118,013
Total<br> other income (expense)		(1,890,124	)		248,555			(4,265,605	)		(1,343,129	)
Net<br> loss before income taxes		(9,387,198	)		(2,901,209	)		(16,973,721	)		(9,402,078	)
Income<br> tax expense		821,175			-			821,175			-
Net<br> loss		(8,566,023	)		(2,901,209	)		(16,152,546	)		(9,402,078	)
Fixed dividends to Series<br> B preferred shareholders		(338,190	)		-			(338,190	)		-
Net<br> loss attributable to common shareholders	$	(8,904,213	)	$	(2,901,209	)	$	(16,490,736	)	$	(9,402,078	)

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BoxlightCorporation

Reconciliationof Net Loss to Adjusted EBITDA

(inthousands)

(unaudited)

	Three<br> Months Ended
	December<br> 31,
	2020			2019
Net<br> Loss	$	(8,566	)	$	(2,901	)
Depreciation<br> and amortization		1,795			220
Interest<br> expense		1,197			517
Income<br> tax expense		(821	)		-
EBITDA	$	(6,396	)	$	(2,164	)
Stock<br> compensation expense		762			241
Change<br> in fair value of derivative liabilities		(23	)		(772	)
Restructuring<br> costs		121			-
Acquisition<br> costs		265			-
Purchase<br> accounting impact of fair valuing inventory		4,038			21
Purchase<br> accounting impact of fair valuing deferred revenue		805			-
Net<br> loss on settlement of Lind debt in stock		784			28
Adjusted<br> EBITDA	$	356		$	(2,645	)
	Year Ended
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		December 31,
		2020			2019
Net<br> Loss	$	(16,153	)	$	(9,402	)
Depreciation<br> and amortization		2,555			909
Interest<br> expense		2,815			1,794
Income<br> tax expense		(821	)		-
EBITDA	$	(11,604	)	$	(6,699	)
Stock<br> compensation expense		1,628			1,137
Change<br> in fair value of derivative liabilities		216			(245	)
Restructuring<br> costs		121			-
Acquisition<br> costs		438			-
Purchase<br> accounting impact of fair valuing inventory		4,248			61
Purchase<br> accounting impact of fair valuing deferred revenue		805			-
Net<br> loss on settlement of Lind debt in stock		3,124			28
Adjusted<br> EBITDA	$	(1,024	)	$	(5,718	)

MediaSunshine Nance

+1 360-464-2119 x254

sunshine.nance@boxlight.com

InvestorRelations

+1 360-464-4478

investor.relations@boxlight.com

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