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 | ||||
|
(State of Incorporation) |
(Primary Standard Industrial Classification Code Number.) |
(IRS Employer Identification No.) |
(Address Of Principal Executive Offices) (Zip Code)
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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)) | |
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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
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 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 | |
Exhibit 10.1
Execution Version
THIRD AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of April 24, 2023 (this “Third Amendment”), is entered into by and among Boxlight Corporation, a Nevada corporation (the “Borrower”), each Subsidiary of the Borrower listed as a “Guarantor” on the signature pages hereto (each a “Guarantor” and collectively, the “Guarantors”), the financial institutions party hereto as Lenders and Whitehawk Capital Partners, LP (“Whitehawk Capital”), as the Administrative Agent.
WHEREAS, the Borrower, the Lenders, the Collateral Agent and the Administrative Agent are party to that certain Credit Agreement, dated as of December 31, 2021 ((a) as amendment by the First Amendment to Credit Agreement dated as of April 4, 2022, (b) as amendment by the Second Amendment to Credit Agreement dated as of June 21, 2022 and (b) as further amended, restated, supplemented or modified, the “Credit Agreement”; all capitalized terms defined in the Credit Agreement and not otherwise defined herein have the meanings assigned to them in the Credit Agreement, as amended hereby).
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Credit Agreement and this Third Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1.
AMENDMENTS
Subject to the satisfaction of the conditions set forth in Section 2 hereof and in reliance on the representations and warranties of the Loan Parties set forth in this Second Amendment and in the Credit Agreement, in accordance with Section 10.01 of the Credit Agreement, the Borrower, Holdings, Administrative Agent and each of the Lenders hereby agree that the Credit Agreement is amended and modified as follows:
(a) Existing definitions:
(i) The defined term “Delayed Draw Term Loan Commitment” in the Credit Agreement is amended by adding the following new sentence at the end thereof:
“For the avoidance of doubt the Delayed Draw Term Loan Commitments of all Lender shall terminate on April 24, 2023.”
(ii) The defined term “Delayed Draw Term Loan Expiration Date” in the Credit Agreement is amended and restated to read as follows:
“Delayed Draw Term Loan Expiration Date” shall mean the earlier of (i) April 24, 2023, and (ii) the date on which no Delayed Draw Term Loan Commitments remain available, having either been drawn pursuant to Section 2.01(a) or terminated pursuant to Section 2.05(a).
(b) New Definitions: As used herein, the following terms shall have the following meanings given to them below, and the Credit Agreement and the other Loan Documents are hereby amended to include the following in alphabetical order:
(i) “Third Amendment” means the Third Amendment to this Agreement dated as of April 24, 2023.
(ii) “Third Amendment Effective Date” has the meaning specified therefor in the Third Amendment.
(c) Section 2.01(a) of the Credit Agreement is amended by amending and restating the proviso in the second sentence thereof to read as follows:
“; provided that other than a (x) $2,500,000 Delayed Draw Term Loan that is made on or about the Second Amendment Effective Date and (y) $3,000,000 Delayed Draw Term Loan that is to be made on or about the April 24, 2023, no Delayed Draw Term Loans shall be made, if, after giving effect to any such Delayed Draw Term Loans, the aggregate amount of Loans outstanding at any time shall exceed the then Borrowing Base.”
(d) Section 2.05(c) of the Credit Agreement is hereby amended by adding the following new clause (x) at the end thereof:
“April 24, 2023 Delayed Draw Term Loan Repayment. On or before September 29, 2023, the Borrower shall make a repayment of the $3,000,000 Delayed Draw Term Loan that is made on April 24, 2023 and in the event Borrower shall make such repayment on or prior to September 29, 2023, such prepayment shall not be subject to any Prepayment Premium.”
(e) Section 3.03(c) is hereby amended and restated to read as follows:
“(i) resulting from the $2,500,000 Delayed Draw Term Loan to be made on or about the Second Amendment Effective Date until July 15, 2022 to enable the Loan Parties to get into compliance with the Borrowing Base requirements and (ii) of up to $2,000,000 resulting from the $3,000,000 Delayed Draw Term Loan to be made on or about the April 24, 2023, until the date of delivery (or, if earlier, the required delivery) of the Borrowing Base Certificate for April 2023 to enable the Loan Parties to get into compliance with the Borrowing Base requirements”
(f) Section 5.03(d) of the Credit Agreement is amended by inserting the following immediately prior to the “.” at the end thereof:
“ (provided that the foregoing shall not apply with respect to a Delayed Draw Term Loan of up to $3,000,000 that is to be made on April 24, 2023).”
(g) The table in Section 7.03(a) is hereby amended and restated to read as follows:
| Test Period Ended | Senior Leverage Ratio |
| March 31, 2022 | 2.75:1.00 |
| June 30, 2022 | 4.20:1.00 |
| September 30, 2022 | 3.90:1.00 |
| December 31, 2022 | 2.80:1.00 |
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| Test Period Ended | Senior Leverage Ratio |
| March 31, 2023 | 2.50:1.00 |
| June 30, 2023 | 2.75:1.00 |
| September 30, 2023 | 2.75:1.00 |
| December 31, 2023 | 2.50:1.00 |
| March 31, 2024 | 2.00:1.00 |
| June 30, 2024 | 2.00:1.00 |
| September 30, 2024 and thereafter | 1.75:1.00 |
(h) Section 7.03(b) is hereby amended and restated to read as follows:
“Minimum Liquidity. At all times, on and after the Effective Date, Qualified Cash shall not be less than: (i) until July 31, 2022, $1,000,000, (ii) from and after August 1, 2022 and until March 31, 2023, $4,000,000, (iii) from and after April 1, 2023 and until May 31, 2023, $1,000,000 and (iv) from and after June 1, 2023, $4,000,000.”
Section 2.
CONDITIONS TO EFFECTIVENESS
This Third Amendment shall become effective on the date (the “Third Amendment Effective Date”) on which the following conditions are satisfied, in each case, in form and substance reasonably satisfactory to the Administrative Agent:
(a) the Administrative Agent shall have received one or more counterparts of this Third Amendment executed by the Borrower, each Guarantor, the Lenders and the Administrative Agent;
(b) no Default or Event of Default shall exist;
(c) the representations and warranties of the Borrower and the Guarantors contained in this Third Amendment shall be true and correct in all material respects (in each case, without duplication of any materiality qualifier contained herein or therein, as applicable) on and as of the date hereof, as though made on such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (in each case, without duplication of any materiality qualifier contained herein or therein, as applicable); and
(d) all outstanding fees and expenses payable to the Administrative Agent, any Lender and/or any of their respective Affiliates and legal counsel for which invoices have been provided to the Administrative Borrower shall have been paid.
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Section 3.
LIMITATION ON SCOPE
All of the representations, warranties, terms, covenants and conditions of the Loan Documents shall remain in full force and effect in accordance with their respective terms. The amendments set forth herein shall be limited precisely as provided for herein and, except to the extent specifically provided for herein, shall not be deemed to be waivers of, amendments of, consents to or modifications of any term or provision of the Loan Documents or any other document or instrument referred to therein or of any transaction or further or future action on the part of the Borrower or any other Loan Party requiring the consent of the Administrative Agent or any Lender. The Administrative Agent and the Lenders have not and shall not be deemed to have waived any of their respective rights and remedies against the Borrower or any other Loan Party for any existing or future Defaults or Events of Default (other than the Specified Defaults, as waived herein).
Section 4.
REAFFIRMATION
Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as an accommodation party or a guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed any of the Obligations, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Loan Parties hereby consents to this Third Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Third Amendment shall not serve to effect a novation of the Obligations or, except to the extent specifically provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender or constitute a waiver of any provision of any of the Loan Documents.
Section 5.
RELEASE OF CLAIMS
In consideration of the Administrative Agent’s and each Lender’s agreements contained in this Third Amendment, each Loan Party hereby irrevocably releases and forever discharges the Administrative Agent, the Collateral Agent, each Lender and their respective affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants and attorneys (each, a “Released Person”) of and from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which such Loan Party ever had or now has against such Released Person which relates, directly or indirectly, to any acts or omissions of any Released Person relating to the Credit Agreement or any other Loan Document on or prior to the date hereof.
Section 6.
MISCELLANEOUS
(a) Representations and Warranties. Each Loan Party hereby represents and warrants that:
(i) this Third Amendment has been duly authorized and executed by such Loan Party, and the Credit Agreement, as modified by this Third Amendment, is the legal, valid and binding obligation of the Borrower and each other Loan Party that is a party thereto, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability;
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(ii) the representations and warranties in the Credit Agreement and the other Loan Documents are true and correct in all material respects (in each case, without duplication of any materiality qualifier contained herein or therein, as applicable) on and as of the date hereof, as though made on such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (in each case, without duplication of any materiality qualifier contained herein or therein, as applicable); and
(iii) no Default or Event of Default has occurred and is continuing after giving effect to this Third Amendment.
(b) References. All references in the Loan Documents to the “Credit Agreement” and in the Credit Agreement as modified hereby to “this Agreement,” “hereof,” “herein” or the like shall mean and refer to the Credit Agreement as modified by this Third Amendment (as well as by all subsequent amendments, restatements, supplements and other modifications thereof).
(c) Incorporation by Reference; Loan Document. Each of the following provisions of the Credit Agreement is hereby incorporated herein by this reference with the same effect as though set forth in its entirety herein, mutatis mutandis, and as if “this Agreement” in any such provision read “this Third Amendment”: Section 12.01 (Notices), Section 12.06 (Severability), Section 12.07 (Governing Law),, Section 12.10 (Jurisdiction, Service of Process and Venue), Section 12.11 (Waiver of Jury Trial), Section 12.13 (No Party Deemed Drafter), Section 12.15 (Indemnification), Section 12.16 (Governing Law Attorney), Section 12.22 (Integration), and Section 12.25 (Electronic Signatures). This Third Amendment is a Loan Document and is subject to and has the benefit of all provisions in the Credit Agreement applicable to Loan Documents.
[remainder of page intentionally left blank]
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WITNESS the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above.
BORROWER:
| BOXLIGHT CORPORATION | ||
| By: | /s/ Michael Pope | |
| Name: | Michael Pope | |
| Title: | Chief Executive Officer | |
GUARANTORS:
| Boxlight, Inc., | ||
| a Washington corporation | ||
| By: | /s/ Michael Pope | |
| Name: Michael Pope | ||
| Title: Chief Executive Offier | ||
| EOSEDU LLC, | ||
| an Arizona limited liability company | ||
| By: | /s/ Michael Pope | |
| Name: Michael Pope | ||
| Title: Chief Executive Offier | ||
| Boxlight Group Limited | ||
| a Northern Ireland company | ||
| By: | /s/ Michael Pope | |
| Name: Michael Pope | ||
| Title: Chief Executive Officer | ||
[Third Amendment to Credit Agreement]
| EXECUTED as a DEED by Sahara Holdings Limited, acting by two directors: | |
| /s/ Michael Pope | |
| Signature of director | |
/s/ Mark Starkey | |
| Signature of director | |
| Sahara Presentation Systems, Inc., | |
| a Delaware corporation |
| By: | /s/ Michael Pope | |
| Name: Michael Pope | ||
| Title: Chief Executive Officer |
| EXECUTED as a DEED by Sahara Presentation Systems Ltd, acting by two directors: | |
| /s/ Michael Pope | |
| Signature of director | |
| /s/ Mark Starkey | |
| Signature of director | |
| Clevertouch B.V., | |
| a Netherlands limited liability company (besloten vennootschap met beperkte aansprakelijkheid) |
| By: | /s/ Michael Pope | |
| Name: Michael Pope | ||
| Title: Chief Executive Officer |
| Sahara Presentation Systems Europe BV | |
| a Belgium company |
| By: | /s/ Michael Pope | |
| Name: Michael Pope | ||
| Title: Chief Executive Officer |
[Third Amendment to Credit Agreement]
| FrontRow Calypso, LLC | |
| a Delaware limited liability company | |
| By: | /s/ Michael Pope | |
| Name: Michael Pope | ||
| Title: Chief Executive Officer |
[Third Amendment to Credit Agreement]
ADMINISTRATIVE AGENT AND LENDERS:
| WHITEHAWK CAPITAL PARTNERS, LP, | ||
| as the Administrative Agent | ||
| By: | /s/ Robert A. Louzan | |
| Name: | Robert A. Louzan | |
| Title: | Authorized Signatory | |
| WHITEHAWK CAPITAL FINANCE LLC, as a Lender | ||
| By: | /s/ Robert A. Louzan | |
| Name: | Robert A. Louzan | |
| Title: | Authorized Signatory | |
[Third Amendment to Credit Agreement]
Exhibit 10.2
NOTICE OF BORROWING
BOXLIGHT CORPORATION
April 24, 2023
Whitehawk Capital Partners LP,
as Administrative Agent
11601 Wilshire Blvd., Suite 1250
Los Angeles, CA 90025
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement dated as of December 31, 2021, as amended on April 4, 2022, as further amended on June 17, 2022 and as further amended on April 24,2023 (the "Credit Agreement") among BOXLIGHT CORPORATION, a Nevada corporation ("Company" together with any other Person that joins the Credit Agreement as a Guarantor in accordance with the terms thereof, are referred to hereinafter each individually as a "Loan Party", and individually and collectively, jointly and severally, as the "Loan Parties"), Whitehawk Finance, LLC and the other Lenders party thereto and Whitehawk Capital Partners LP, as Administrative Agent and Collateral Agent. Capitalized terms used herein and not otherwise defined herein shall the meanings assigned to such terms in the Credit Agreement.
The Borrower hereby gives you notice pursuant to Section 2.02 of the Credit Agreement that the Borrower hereby requests a Loan under the Credit Agreement (the "Proposed Loan"), and in connection therewith sets forth below the information relating to such Proposed Loan as required by Section 2.02 of the Credit Agreement.
| a. | The borrowing date of the Proposed Loan is April 24,2023. |
| b. | The Proposed Loan is a Term Loan. |
| c. | The aggregate principal amount of the Proposed Loan is $3,000,000. |
| d. | The Proposed Loan shall be a LIBOR Rate Loan with an Interest Period of three months. |
| e. | The proceeds of the Proposed Loan are to be disbursed to the Company pursuant to the wire instructions set forth on Exhibit A attached hereto. |
The undersigned certifies as of the date of this notice and as of the date the Proposed Loan is made that (i) the representations and warranties contained in the Article VI of the Credit Agreement and in each other Loan Document are true and correct on and as of the Effective Date, (ii) no Default or Event of Default has occurred and is continuing on the date hereof or will result from the Credit Agreement or any other Loan Documents becoming effective in accordance with its or their respective terms or the making of the Proposed Loan and (iii) all applicable conditions set forth in Sections 5.01 and 5 .02 of the Credit Agreement have been satisfied or waived in writing by the applicable Lenders as of the date of the Proposed Loan.
[SIGNATURE PAGES FOLLOW]
| Very truly yours, | ||
| BOXLIGHT CORPORATION, | ||
| as Borrower | ||
| By: | /s/ Greg Wiggins | |
| Name: | Greg Wiggins | |
| Title: | Chief Financial Officer | |
Signature Page - Notice of Borrowing
EXHIBIT A
[SEE ATTACHED]
Cover |
Apr. 24, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Apr. 24, 2023 |
| Entity File Number | 001-37564 |
| Entity Registrant Name | BOXLIGHT CORPORATION |
| Entity Central Index Key | 0001624512 |
| Entity Tax Identification Number | 46-4116523 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | BOXLIGHT CORPORATION |
| Entity Address, Address Line Two | 2075 Premiere Parkway, Ste. 900 |
| Entity Address, City or Town | Duluth |
| Entity Address, State or Province | GA |
| Entity Address, Postal Zip Code | 30097 |
| City Area Code | 678 |
| Local Phone Number | 367-0809 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock $0.0001 per share |
| Trading Symbol | BOXL |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |