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Item 9A. Controls and Procedures

2023-03-17 compared with 2022-04-13 · 43 added, 537 removed, 209 unchanged (74% of the section changed)

9 unchanged sentences

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Because of the inherent limitations in all controls systems, no evaluation of controls can provide

absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.

3 unchanged sentences

In making this assessment, management used the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based upon such assessment and due to the existence of the material weaknesses in our internal control over financial reporting described below, our principal executive officer and our principal accounting and and financial officer have concluded that, as of December 31, 2021, our internal control over financial reporting was not effective.

Based upon such assessment and due to the existence of the material weaknesses in our internal control over financial reporting described below, our principal executive officer and our principal accounting and financial officer have concluded that, as of December 31, 2022, our internal control over financial reporting was not effective.

● Our written policies and procedures over accounting transaction processing and period end financial close and reporting are limited which has resulted in ineffective oversight in the establishment of proper monitoring controls over accounting and financial reporting.

3 unchanged sentences

Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

We acquired FrontRow on December 31, 2021.

Since the date of the acquisition, we have been assessing FrontRows’s internal control over financial reporting to determine their effectiveness and to make controls and procedures consistent across all consolidated entities.

We have made changes to procedures and controls and expect to make additional changes in the future.

Prior to acquisition, FrontRow was not required to document and assess internal control over financial reporting as required under the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

As permitted by guidance issued by the staff of the SEC, FrontRow has been excluded from the scope of our report on internal control over financial reporting.

In light of the material weakness described above, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles.

2 unchanged sentences

Changes in Internal Control Over Financial Reporting

During 2021, management engaged professional services firms to assist with the preparation of the review of the income tax provision.

Management also engaged third-party professional service firms to prepare FrontRow financial statements and value warrant issued in connection with Whitehawk credit facility.

There were no additional changes made in the internal controls over financial reporting for the year ended December 31, 2021, that have materially affected, our internal control over financial reporting.

There has been no change in the Company’s internal control over financial reporting during the three months ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

OTHER INFORMATION

2 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth information concerning our executive officers and directors as of March 31, 2022:

Chief Executive Officer, President and Director

Patrick Foley

Chief Financial Officer

Henry (“Hank”) Nance

Chief Operating Officer

Shaun Marklew

Chief Technology Officer

James Mark Elliott

Non-Executive Director

Independent Director (1) (2) (3)

Independent Director (3)

Wayne Jackson

Independent Director (1) (2)

Member of the Audit Committee.

Member of the Compensation Committee.

Member of the Nominating and Corporate Governance Committee.

Set forth below is biographical information about each of the individuals named in the table above:

Michael Pope.

Pope was appointed by our board on March 20, 2020 to serve as our Chief Executive Officer and Chairman.

From July 2015 until November 2020, Mr.

Pope also served as our president.

He has been a director of our Company since September 18, 2014.

Pope served as Managing Director at Vert Capital, a Los Angeles based merchant bank, and its affiliates from October 2011 to October 2016, managing portfolio holdings in the education, consumer products, technology and digital media sectors.

Prior to joining Vert Capital, from May 2008 to October 2011, Mr.

Pope was Chief Financial Officer and Chief Operating Officer for the Taylor Family in Salt Lake City, managing family investment holdings in consumer products, professional services, real estate and education.

Pope also held positions including senior SEC reporting at Omniture (Nasdaq:

OMTR) and Assurance Associate at Grant Thornton.

Pope holds an active CPA license and serves on the boards of various organizations.

Pope earned his undergraduate and graduate degrees in accounting from Brigham Young University with academic honors.

Our board of directors believes Mr.

Pope’s industry experience, as well as his extensive finance and operations experience, uniquely position him to lead the Company through our next phase as a company.

Mark Starkey .

Starkey has served as the Company’s President since November 2020, shortly after the Company’s acquisition of Sahara.

Starkey served as CEO of Sahara Presentations since February 2020.

Prior to that, from October 2015 until February 2020, Mr.

Starkey served as Senior Director, EMEA and head of Sales Strategy for Western Europe at Dell and EMC.

From 2004 until 2015, Mr.

Starkey worked in senior management roles at Localis UK, an IT integrator, including serving in the positions of Managing Director, Chief Operating Officer and Commercial Director.

Starkey started his career as a Chartered Accountant at Ernst & Young, where he worked from 1994 to 1998.

Starkey received his B.Sc.

degree in economics at Brunel University London and is qualified as a Chartered Accountant.

We believe Mr.

Starkey’s extensive experience in the technology sector will enhance our business as we expand development globally.

Patrick Foley .

Foley has been our Chief Financial Officer in January 2021.

Prior to that, from January 2020 until January 2021, Mr.

Foley served as Chief Financial Officer of Sahara Presentation Systems Ltd.

(“Sahara”), which was acquired by the Company in September 2020.

Prior to joining Sahara, Mr.

Foley spent 13 years at Arts Alliance Media and 10 years at Universal Pictures, where he served in senior leadership roles.

Foley holds a Master of Science – Strategic Business Management degree from The Manchester Metropolitan University and is a Chartered Management Accountant (ACMA / CGMA).

We believe Mr.

Foley’s global business experience is a significant asset to Boxlight.

Henry (“Hank”) Nance Mr.

Nance has been our Chief Operating Officer since September 18, 2014 and served as our President from September 18, 2014 until July 15, 2015.

Nance began his career with the Boxlight Group in 1999 and has served as the Boxlight Group’s President since 2009.

At the Boxlight Group, he developed the Company’s first business-to-consumer division, generating over $12 million in sales within the first 24 months of inception.

Shortly thereafter he took over product development, corporate relations, and negotiations for business-to-consumer and business-to-business products.

Nance’s tenure at the Boxlight Group, he managed commercial and residential construction working in the San Juan Islands, Washington State and Northern California.

Shaun Marklew .

Marklew began serving as our Chief Technology Officer in November, 2020 and was appointed to the position of a Named Executive Officer in July of 2021.

Marklew previously served as Chief Operating Officer of Sahara, where he was employed beginning in February 2012.

Marklew has more than 20 years of experience in the professional audio, visual and interactive technology industry, including more than nine years at Sahara where he was responsible for building the global, multi-award-winning interactive touchscreen and digital signage brand, Clevertouch.

Marklew’s knowledge and passion for technology continues to be the driving force behind the innovation and success of the Clevertouch ecosystem.

James Mark Elliott .

Elliott is a director on our board, a position he has held since 2014.

Prior to that, Mr.

Elliot served as our Chief Commercial Officer from January, 2020 until January 2021.

He previously served as our Chief Executive Officer from September 2014 until January 2020 and has served as a director since September 2014.

From 2012 to date, Mr.

Elliott has also served as the President of Genesis.

From 2005 through 2012, he was the President of Promethean, Inc., a manufacturer and distributor of whiteboards and interactive learning devices and led the team that grew Promethean in the Americas from $5 million

in revenue to $250 million, with over 1,300,000 interactive whiteboards installed around the world.

Throughout his career, Mr.

Elliott has held senior executive roles, including president, senior vice president or director roles with Apple Computer, Lawson Software, E3 Corporation, PowerCerv Technologies, Tandem Computers, and Unisys/Burroughs.

Elliott received a BBA in Economics from the University of North Georgia and a Master of Science degree in Industrial Management from Georgia Institute of Technology.

Elliott’s position as the chief executive officer of both the Company and Genesis, and his executive level experience in interactive learning devices and computer technology industries, our board of directors believes that Mr.

Elliott has the appropriate set of skills to serve as a member of our board of directors.

Kuo has been a director of our Company since September 18, 2014.

Kuo has been a General Management Consultant in Strategy and Operations for Deloitte Consulting, LLP in Houston, TX since August 2011.

Kuo graduated from Rice University with a Bachelor of Science and Master of Science in Electrical Engineering in 2011 and is currently in the Sloan Master of Business Administration Program at The Massachusetts Institute of Technology.

We believe that Ms.

Kuo’s experience in business strategy and operations at Deloitte Consulting, LLP adds value and insight to our board of directors.

Crew has been a director of our Company since April 1, 2015.

Since August 2013, Dr.

Crew has served as the president of Medgar Evers College.

From July 2012 to July 2013, he was the chief education officer at Oregon Education Investment Board, overseeing the PK-16 system.

From September 2011 to July 2012, Dr.

Crew served as the president of K12 Division at Revolution Prep, a company that offers preparation courses for the SAT and ACT standardized achievement tests.

Prior to that, from January 2009 to July 2013, he was a professor at USC Rossier School of Education, teaching graduate school courses.

From January 2009 to September 2011, Dr.

Crew also served as the president of Global Partnership Schools, an organization offers planning support services and collaborative programs to public schools and school districts.

Crew received his bachelor’s degree in management from Babson College in 1972.

He earned his master’s degree in urban education in 1973 and his doctoral degree in educational administration in 1978, both from the University of Massachusetts.

We believe that Dr.

Crew’s in-depth knowledge and extensive experience in education field make him a valuable member of our board of directors.

Strang has been a director of our company since August 10, 2017.

He has served as a Senior Vice President of Media Strategy & Operations at Healthline Networks since 2015.

Strang was President and Chief Executive officer of SpinMedia from 2013 to 2015.

Strang was the Chief Executive Officer and President at Viximo from 2010 to 2012.

Strang has over 25 years of media experience with successful businesses including IDG, Ziff-Davis and IGN/Fox Interactive.

Strang has more than 18 years of experience in consumer technology and video game publishing, including 14 years at the senior management level.

He served as Executive Vice President and General Manager, Media Division, of IGN Entertainment.

In this position, he oversaw advertising sales, marketing and the production of editorial content for all IGN entertainment media properties.

We believe Mr.

Stang’s experience in business, advertising and marketing will add value and insight to our board of directors.

Wayne Jackson.

Jackson has been a director of our company since June 2020.

From July 2015 to December 2019, Mr.

Jackson served as the Chief Financial Officer of Secureworks Corp.

Before joining Secureworks Corp., from May 2003 until June 2015, Mr.

Jackson was a partner at PricewaterhouseCoopers, LLP, an independent registered public accounting firm (“PwC”).

Jackson was the lead engagement partner for a number of the firm’s largest public company clients before leaving the firm in June 2015.

In addition, he served as the global leader of PwC’s Entertainment and Media Group from June 2004 through June 2007.

Jackson also served at PwC in a variety of roles between July 1979 and January 2000, including a partner in its Entertainment, Media and Communications group from 1991 through 1999.

From January 2000 to October 2002, Mr.

Jackson was Chief Financial Officer and Senior Vice President of Concert Communications Services (“Concert”), a global joint venture created by AT&T Inc.

and British Telecommunications plc, two global telecommunications companies.

In his role as Chief Financial Officer of Concert, Mr.

Jackson was responsible for all finance, treasury, budget, planning and forecast functions for the company.

Jackson is a certified public accountant, and his experiences as an experienced CFO and partner at PwC qualify him as a financial expert.

Charles Amos.

Amos has been a director of our company since June 2020 and is a 30-year veteran of the education market and has served in a number of leadership and board positions over that time.

Most recently Mr.

Amos served as the CEO of GuideK12, a K-12 education focused data analytics company from June 2012 to February of 2020.

GuideK12 was acquired by Forecast 5 in February of 2020.

He has been CEO of The Amos Group since August of 2007.

Prior to 2008, Mr.

Amos served as the CEO and Chairman of Atomic Learning (now called Hoonuit), as well as serving in sales leadership positions at Apple and EdTech, LLC.

Amos received a B.S.

in Business with an emphasis on finance.

Amos’ 30 years of experience in the US and international

K-12 market and his long track record as a successful entrepreneur makes him ideally suited to and valued as a member of our board of directors.

Family Relationships

There are no family relationships between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

No executive officer or director is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

No executive officer or director has been involved in the last ten years in any of the following:

Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity;

Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board of Directors

All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified.

Directors are elected at the annual meetings to serve for one-year terms.

Officers are elected by, and serve at the discretion of, the board of directors.

Our board of directors shall hold meetings on at least a quarterly basis.

Director Independence

As of the date of this Annual Report, Dr.

Rudy Crew and Messrs.

Dale Strang, Charles P.

Wayne Jackson are our independent directors.

As a Nasdaq listed company, we believe that the foregoing directors satisfy the definition of “Independent Director” under Nasdaq Rule 5605(a)(2).

In making this determination, our board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence.

As required under applicable NASDAQ rules, we anticipate that our independent directors will meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session without the presence of non-independent directors and management.

Board Committees

Our board of directors has established standing committees in connection with the discharge of its responsibilities.

These committees include an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

Our board of directors has adopted written charters for each of these committees.

Copies of the charters are available on our website at www.boxlightcorp.com.

Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Board Leadership Structure and Role in Risk Oversight

Pope holds the positions of Chief Executive Officer and Chairman of the Board of the Company.

The Board believes that Mr.

Pope’s services as Chief Executive Officer and Chairman of the Board is in the best interest of the Company and its shareholders.

Pope possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing us in our business and is thus best positioned to develop agendas that ensure that the Board’s time and attention are focused on the most critical matters relating to the business.

His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently to our shareholders, employees and customers.

The board has not designated a lead independent director.

The independent directors can call and plan their executive sessions collaboratively and, between meetings of the board, communicate with management and one another directly.

Under these circumstances, the directors believe designating a lead independent director to take on responsibility for functions in which they all currently participate might detract from rather than enhance performance of their responsibilities as directors.

Corporate Governance

Audit Committee

According to its charter, the Audit Committee is to consist of at least three members, each of whom shall be a non-employee director who has been determined by the Board to meet the independence requirements under Nasdaq rules, and also Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c).

A copy of our Audit Committee Charter is located under the “Corporate Governance” tab on our website at www.boxlight.com.

At present, the Audit Committee members consist of Mr.

Strang and Dr.

All members of the Audit Committee are independent directors.

The Audit Committee will assist the Board by overseeing the performance of the independent auditors and the quality and integrity of our internal accounting, auditing and financial reporting practices.

The Audit Committee is responsible for retaining (subject to stockholder ratification) and, as necessary, terminating the engagement of, the independent auditors, annually reviewing the qualifications, performance and independence of the independent auditors and the audit plan, fees and audit results, and pre-approving audit and non-audit services to be performed by the auditors and related fees.

Our Board had previously determined Mr.

Jackson meets the requirements of being an “audit committee financial expert,” as defined by the rules and regulations of the SEC, and, as a result, he serves as Chair of the Audit Committee.

Compensation Committee

The Compensation Committee members are Mr.

Jackson and Dr.

Crew, with Mr.

Strang serving as Chair of the Compensation Committee.

The Compensation Committee makes recommendations to the board concerning salaries and incentive compensation for our officers, including our principal executive officer, and employees and administers our stock option plans.

A copy of our Compensation Committee Charter is located under the “Corporate Governance” tab on our website at www.boxlight.com.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee members are Mr.

Strang, with Mr.

Amos serving as Chair of the Corporate Governance and Nominating Committee.

All members of the Corporate Governance and Nominating Committee are independent directors.

The Corporate Governance and Nominating Committee assists the board in identifying qualified individuals to become board members, in determining the composition of the board and in monitoring the

process to assess Board effectiveness.

A copy of our Corporate Governance and Nominating Committee Charter is located under the “Corporate Governance” tab on our website at www.boxlight.com.

Material Changes to the Procedures by which Security Holders May Recommend Nominees to the Board

We do not currently have a procedure by which security holders may recommend nominees to the board.

Prior to the listing of our common stock on Nasdaq, as a private company with a limited shareholder base, we did not believe that it was important to provide such a procedure.

However, we may consider implementing such a policy at some time in the future.

Director Qualifications

The Board of Directors is responsible for overseeing the Company’s business consistent with their fiduciary duty to the stockholders.

This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience.

There are general requirements for service on the Board that are applicable to directors and there are other skills and experience that should be represented on the Board as a whole but not necessarily by each director.

The Corporate Governance and Nominating Committee considers the qualifications of director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs.

In its assessment of each potential candidate, including those recommended by the stockholders, the Corporate Governance and Nominating Committee will consider the nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such other factors it determines are pertinent in light of the current needs of the board.

The Corporate Governance and Nominating Committee also takes into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities to the Company, evaluate the business experience, specialized skills and experience of director candidates.

Diversity of background including diversity of race, ethnicity, international background, gender and age may be considered by the Nominating and Corporate Governance Committee when evaluating candidates for Board membership.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the code will be made available on the Corporate Governance section of our website, which is located at www.boxlight.com.

If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings.

Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting

requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were met during the year ended December 31, 2021, except for the following:

Transactions Covered

Number of Shares

Michael Ross Pope

Stock Options

Roger Wayne Jackson

Conversion of RSUs into Common Stock

Stock Options

Henry “Hank” Nance

James Mark Elliott

Stock Options

Patrick Foley

Shaun Marklew

Series B Preferred Stock

Series C Preferred Stock

*All reference to RSUs refer to restricted stock units, which are periodically convertible into the Company’s Class A common stock upon achievement of certain vesting conditions.

All references to Common Stock refer to the Company’s Class A common stock.

EXECUTIVE COMPENSATION

The following table sets forth information regarding the total compensation received by, or earned by, our Chief Executive Officer, our President, our Chief Operating Officer, our Chief Financial Officer and our Chief Information Officer (collectively, the “named executive officers”) during the years ended December 31, 2021 and 2020.

Name & Principal Position

Michael Pope, Chief Executive Officer

James Mark Elliott, Former Chief Executive Officer (2)

Mark Starkey, President (3)

Henry Nance, Chief Operating Officer

Patrick Foley, Chief Financial Officer

Takesha Brown, Chief Financial Officer

Shaun Marklew, Chief Technology Officer

Pope was appointed to the position of Chief Executive Officer and Chairman on March 20, 2020.

He has served as an executive officer since July 15, 2015 and a director since September 18, 2014.

Elliott served as our Chief Executive Officer until January 2020, at which time he stepped down to assume a part-time position with the Company while continuing his role as a director.

He is now retired as an employee but continues to serve as a director.

Starkey was appointed as President of the Company in November 2020.

Prior to that, Mr.

Starkey had served as President of Sahara from February 2020 until November 2020 and Senior Director, EMEA and head of Sales Strategy for Western Europe at Dell and EMC from October 2015 through February 2020.

Foley was appointed as Chief Financial Officer in January 2021, replacing Ms.

Brown, whose previously announced resignation was effective at the same time.

Brown’s resignation was for personal reasons and not as the result of disagreements between Ms.

Brown and the Company on any matter relating to the Company’s operations, policies or practices.

Prior to his appointment as Chief Financial Officer, Mr.

Foley served as Chief Financial Officer of Sahara from January 2020 until January 2021.

On March 20, 2020, the Company granted 186,484 restricted common shares.

These shares vested over a one-year period and had an aggregated fair value of approximately $76,000.

On January 2, 2020, the Company granted 100,000 options with an exercise price of $1.15, a term of five years and vesting over a one-year period.

The options had a fair value of approximately $88,000 on the date of grant that was calculated using the Black-Scholes option-pricing method.

On January 13, 2020, the Company granted 50,000 options with an exercise price of $1.20, a term of five years and vesting over a one-year period.

The options had a fair value of approximately $46,000 on the date of grant that was calculated using the Black-Scholes option-pricing method.

On April 15, 2020, the Company granted 400,000 options with an exercise price of $0.70, a term of five years and vesting over a four-year period.

The options had a fair value of approximately $236,000 on the date of grant that was calculated using the Black-Scholes option-pricing method.

On April 15, 2020, the Company granted 300,000 options with an exercise price of $0.70, a term of five years and vesting over a four-year period.

The options had a fair value of approximately $177,000 on the date of grant that was calculated using the Black-Scholes option-pricing method.

On September 25, 2020, the Company granted 200,000 restricted stock units.

These shares vested over a four-year period and had an aggregated fair value of approximately $332,000.

On January 2, 2019, the Company granted 100,000 options with an exercise price of $1.30, a term of five years and vesting over a one-year period.

The options had a fair value of approximately $111,000 on the date of grant that was calculated using the Black-Scholes option-pricing method.

Bonus was earned in calendar year 2020 and paid in 2021.

2021 bonus has not yet been paid.

(14) On March 20, 2021, the Company granted 875,245 restricted stock units that vest over a one-year period and had an aggregate fair value of approximately $2,500,000.

On February 24, 2021, the Company granted Mr.

Elliott, in his role as a member of the Board of Directors, was granted 24,476 shares of restricted common stock with an aggregate value of approximately $70,000.

Employment Agreements

We have entered into employment agreements with Messrs.

Pope, Starkey, Foley, Nance and Marklew, the terms of which are set forth below.

In addition, we had entered into employment agreements with Mr.

Elliott and Ms.

Brown, prior to their resignations in January 2020 and January 2021, respectively.

The Company entered into an employment agreement with Mr.

Pope dated as of November 30, 2017, pursuant to which Mr.

Pope shall receive a base salary of $195,000 per year and shall, upon evaluation of his performance and at the discretion of the Company’s Chief Executive Officer, be awarded a cash bonus in the amount of $25,000 on a quarterly basis commencing on the quarter ending December 31, 2017.

In addition to (and not in lieu of) the base salary, the Company shall grant Mr.

Pope employee stock options to purchase up to 100,000 shares of common stock (vesting in equal monthly installments over a one-year period, commencing on January 31, 2018), pursuant to the Corporation’s 2014 Stock Incentive Plan.

On March 20, 2020, the Company entered into an amended and restated employment agreement with Mr.

Pope, pursuant to which Mr.

Pope was appointed to the position of Chief Executive Officer, President and Chairman.

Under the amended and restated employment agreement, Mr.

Pope will receive a base salary of $300,000 per year, up to $600,000 in an annual performance bonus in the event he achieves certain performance goals as set by the Board of Directors, and 186,484 shares of Class A common stock of the Company, which shares will vest in equal installments over 12 months.

On each anniversary of Mr.

Pope’s employment, he will receive an additional equity grant equal to 1% of the outstanding common stock of the Company, on a fully diluted basis, that will vest over 12 months.

On February 14, 2022, with an effective date of January 1, 2022, the Company entered into a new employment (the “New Employment agreement”) agreement with Mr.

Pope, extending the term of his employment with the Company.

Under the terms of the

New Employment Agreement, Mr.

Pope will receive based compensation of $400,000 per year, eligibility for an annual performance bonus of between $350,000 to $525,000 depending on the achievement of certain performance goals established by the board of directors, along with a grant of 163,637 Restricted Stock Units, valued at approximately $180,000, and $420,000 in the form of options to purchase Class A Common Stock, both of which are valued using the Black-Scholes Model with the Company’s customary inputs.

Pope will also continue to be eligible to participate in customary fringe benefit plans and programs, as may be generally available to senior executives of the Company from time to time.

The New Employment Agreement continues through December 31, 2024 (the “Initial Term”), which Initial Term may be renewed or extended by mutual agreement of the Company and Mr.

The New Employment Agreement supersedes in its entirety the terms of the prior employment agreements between Mr.

Pope and the Company dated November 30, 2017 and March 20, 2020.

Pope’s agreement contains confidentiality and non-competition and non-solicitation covenants that continue during and for two years following the expiration of his employment agreement;

provided, that such restrictive covenants expire immediately if we breach his employment agreement or, in nine months, if we elect to terminate his employment prior to the expiration of the term of the agreement for reasons other than for cause (as defined in the employment agreement).

James Mark Elliott

The Company entered into an amended and restated employment agreement with Mr.

Elliott, dated January 13, 2020 pursuant to which Mr.

Elliott shall receive a base salary of $120,000 per year and shall, upon evaluation of his performance by the Company’s CEO, be eligible for an annual cash bonus of $50,000.

In addition to (and not in lieu of) the Base Salary, the Corporation shall grant to the Mr.

Elliott stock options (vesting in equal monthly installments over a one-year period commencing on January 13, 2020 (the “Grant Date”), entitling the Mr.

Elliott to purchase shares of Common Stock of the Corporation which shall represent Fifty Thousand (50,000) shares, pursuant to the Corporation’s 2014 Stock Incentive Plan (the “2014 Plan”).

The exercise price for each of the stock option grants will be the closing market price on the grant date.

Upon termination, the Employee has one year from the termination date to exercise any vested options.

Elliott resigned from his position in January 2020, at which time he stepped down to assume a part-time position with the company while continuing his role as director.

Elliott’s employment agreement also contained confidentiality and non-competition and non-solicitation covenants that continue during and for two years following the expiration of his employment agreement;

provided, that such restrictive covenants expire immediately if we breach his employment agreement or, in nine months, if we elect to terminate him employment prior to the expiration of the term of the agreement for reasons other than for cause (as defined in the employment agreement).

Starkey is compensated pursuant to the terms of his employment agreement with Sahara, originally dated, as amended by a deed of variation, dated September 24, 2020 (the “Deed of Variation”), Mr.

Starkey receives annual compensation of £200,000, a quarterly bonus of £12,500 if he meets 90% of a gross profit target and £25,000 if he achieves 100% of the gross profit target, as such gross profit target may be set by the Corporation’s board of directors or compensation committee, with a maximum annual bonus of up to £100,000.

Starkey is entitled to 27 days of vacation, a company vehicle, and is required to provide the Corporation with 12 months’ advance notice prior to resignation.

Patrick Foley

Foley is compensated pursuant to the terms of his employment agreement with Sahara Presentation Systems, originally dated April 7, 2020 (the “Foley Employment Agreement”), as amended by a deed of variation, dated September 24, 2020 (the “Foley Deed of Variation”), Mr.

Foley receives annual compensation of £175,000, a quarterly bonus of £6,250 if he meets 90% of a gross profit target and £12,500 if he achieves 100% of the gross profit target, as such gross profit target may be set by the corporation’s board of directors or compensation committee, with a maximum annual bonus of up to £50,000.

Foley is entitled to 27 days of vacation, a yearly car allowance of £9,600, and is required to provide six months’ advance notice prior to resignation.

Henry “Hank” Nance

The Company entered into an employment agreement with Mr.

Nance, dated as of November 30, 2017, pursuant to which Mr.

Nance shall receive a base salary of $195,000 per year and shall, upon evaluation of his performance and at the discretion of the

Company’s chief executive officer, be awarded a cash bonus in the amount of $25,000 on a quarterly basis commencing on the quarter ending December 31, 2017.

In addition to (and not in lieu of) the base salary, the Company shall grant Mr.

Nance employee stock options to purchase up to 200,000 shares of common stock (vesting in equal monthly installments over a one-year period, commencing on January 31, 2018), pursuant to the Corporation’s 2014 Stock Incentive Plan.

Nance’s agreement contains confidentiality and non-competition and non-solicitation covenants that continue during and for two years following the expiration of his employment agreement;

provided that such restrictive covenants expire immediately if we breach his employment agreement or, in nine months, if we elect to terminate his employment prior to the expiration of the term of the agreement for reasons other than cause (as defined in the employment agreement).

Takesha Brown

The Company entered into an employment agreement with Ms.

Brown, dated as of March 19, 2018, pursuant to which Ms.

Brown shall receive a base salary of $165,000 per year and shall, upon evaluation of her performance and at the discretion of the Company’s chief executive officer, be awarded a cash bonus in the amount of $12,500 on a quarterly basis commencing on the quarter ending June 30, 2018.

In addition to (and not in lieu of) the base salary, the Company shall grant Ms.

Brown employee stock options to purchase up to 35,000 shares of common stock (vesting in equal monthly installments over a one-year period, commencing on March 19, 2018), pursuant to the Corporation’s 2014 Stock Incentive Plan.

On February 26, 2020, the Company entered into an amended and restated employment agreement with Ms.

Brown pursuant to which she received a base salary of $170,000.

Brown’s agreement contained standard confidentiality, non-competition and non-solicitation covenants that continue during and for two years following the expiration of her employment agreement;

provided, that such restrictive covenants expire immediately if we breach her employment agreement or, in nine months, if we elect to terminate her employment prior to the expiration of the term of the agreement for reasons other than for cause (as defined in the employment agreement).

Brown tendered her resignation effective January 14, 2021, at which time Mr.

Foley assumed his appointment as the Company’s Chief Financial Officer.

Brown’s resignation was for personal reasons and not as the result of disagreements between Ms.

Brown and the Company on any matter relating to the Company’s operations, policies or practices.

Shaun Marklew

Marklew, originally Chief Operating Officer of Sahara, is compensated pursuant to the terms of his employment agreement with Sahara.

Under his employment agreement, dated January 1, 2019, as amended by a deed of variation, dated September 24, 2020.

Marklew receives annual compensation of £175,000, a quarterly bonus of £6,250 if he meets 90% of a gross profit target and £12,500 if he achieves 100% of the gross profit target, as such gross profit target may be set by the Company’s board of directors or compensation committee, with a maximum annual bonus of up to £50,000.

Marklew is entitled to 27 days of vacation, a yearly car allowance of £9,600, and is required to provide the six months’ advance notice prior to resignation.

Outstanding Equity Awards at Fiscal Year End

The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2021 All share amounts and exercise prices in the following table reflects stock splits after grant date.

Option Awards

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Equity incentive plan awards:

number of securiteis underlying unexercised unearned options (#)

Option Exercise Price ($)

Option Expiration Date

Number of shares or units of stock that have not vested (#)

Market value of shares or units of stock that have not vested ($)

Equity incentive plan awards:

number of unearned shares, units or other rights that have not vested (#)

Equity incentive plan awards:

market or payout value of unearned shares, units or other rights that have not vested ($)

January 2, 2018, January 2, 2019, January 2, 2020, April 15, 2020

$0.70 - $5.01

January 2, 2023, January 2, 2024, January 2, 2025, April 15, 2025

Patrick Foley

Takesha Brown

Febraury 14, 2018, March 19, 2018, April 4, 2019, April 15, 2020

$0.70 - $5.60

February 14, 2023, March 19, 2023, April 4, 2023, and April 15, 2025

Henry "Hank"

November 30, 2017, December 31, 2017, January 2, 2018, January 2, 2019, January 2, 2020, April 15, 2020

$0.70 - $7.00

September 18, 2019, September 18, 2019, January 2, 2023, January 2, 2024, January 2, 2025, and April 15, 2025

Shaun Marklew

Director Compensation

We reimburse all members of our board of directors for their direct out of pocket expenses incurred in attending meetings of our board.

This table summarizes the compensation paid to each of our non-executive directors and independent directors during the fiscal year ended December 31, 2021 who served in such capacity at any time during such fiscal year.

Fees Earned or Paid in Cash ($)

Stock Awards ($)

James Mark Elliott

Wayne Jackson

Director Compensation Arrangements

Crew was granted 23,063 restricted stock units, which units automatically convert into an equal number of shares Class A Common Stock upon vesting, with vesting to occur in equal quarterly installments over a one year period commencing May 24, 2021.

James Mark Elliott

Elliott was granted 23,063 restricted stock units, which units automatically convert into an equal number of shares Class A Common Stock upon vesting, with vesting to occur in equal quarterly installments over a one year period commencing May 24, 2021.

Strang was granted 23,063 restricted stock units, which units automatically convert into an equal number of shares Class A Common Stock upon vesting, with vesting to occur in equal quarterly installments over a one year period commencing May 24, 2021.

Kuo was granted 23,063 restricted stock units, which units automatically convert into an equal number of shares Class A Common Stock upon vesting, with vesting to occur in equal quarterly installments over a one year period commencing May 24, 2021.

On June 30, 2020, Mr.

Amos entered into a letter agreement with the Company pursuant to which he would annually receive $50,000 of the Company’s restricted stock units (“RSUs”), which will vest quarterly over a one-year period, pursuant to the company’s 2014 Equity Incentive Plan.

On February 24, 2021, he was granted 18,440 RSUs which vest in substantially equal quarterly installments over on year.

Wayne Jackson

On June 30, 2020, Mr.

Jackson entered into a letter agreement with the Company pursuant to which he would annually receive $50,000 of the Company’s RSUs, which will vest quarterly over a one-year period, pursuant to the company’s 2014 Equity Incentive Plan.

On February 24, 2021, Mr.

Jackson was granted 18,440 RSUs which vest in substantially equal quarterly installments over one year.

The informa tion required by this item will be included in our definitive proxy statement for the 2023 Annual Meeting of Stockholders.

ITEM 11 EXECUTIVE COMPENSATION

The information required by this item will be included in our definitive proxy statement for the 2023 Annual Meeting of Stockholders and is incorporated by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of March 31, 2022, certain information with respect to the beneficial ownership of our Class A common stock, by each beneficial owner of more than 5% of the Company’s Class A common stock, each director and each named executive officer and all directors and executive officers of the Company as a group, except as qualified by the information set forth in the Footnotes to this table.

As of March 31, 2022, 65,522,438 shares of our Class A common stock were issued and outstanding.

Unless otherwise indicated, the address for each of the selling shareholders named below is c/o Boxlight Corporation, 1045 Progress Circle, Lawrenceville, Georgia 30043.

Name of Beneficial Stockholder

Named Executive Officers

Michael Pope (1)

Mark Starkey (2)

Patrick Foley (4)

Shaun Marklew (5)

James Mark Elliott (6)

Dale Strang (8)

Tiffany Kuo (9)

Wayne Jackson (11)

All Directors and Officers as a group

Beneficial Owners of 5% or More of our Outstanding Common Stock

calculated based on 65,522,438 shares of Class A common stock outstanding as of March 31, 2022.

denotes less than 1%

Michael Pope is our Chief Executive Officer.

His holdings include 505,392 shares of Class A Common Stock issuable upon exercise of stock options.

His holdings include 9,248 RSUs that will vest and be converted into 9,248 shares of Class A Common Stock within 60 days as well as 841,020 shares which remain subject to certain vesting conditions and assume continuous employment of Mr.

Mark Starkey is our President.

His holdings include 6,250 RSUs that will vest and be converted into 6,250 shares of Class A Common Stock within 60 days, as well as 218,750 RSUs which remain subject to vesting conditions and assume continuous employment of Mr.

Nance is our Chief Operating Officer.

His holdings include 122,741 shares of Class A Common Stock and 652,354 Class A Common Stock issuable upon exercise of a stock option.

Includes 591,666 shares which remain subject to vesting conditions and assume continuous employment of Mr.

Patrick Foley is our Chief Financial Officer.

His holdings include 6,250 shares of Class A Common Stock, and restricted stock units that will vest and be converted into 6250 shares of Class A Common Stock within 60 days, as well as 218,750 shares which remain subject to certain vesting conditions and assume continuous employment of Mr.

Shaun Marklew is our Chief Technology Officer.

His holdings include 6,250 shares of Class A Common Stock, and restricted stock units that will vest and be converted into 6,250 shares of Class A Common Stock within 60 days, as well as 218,750 shares which remain subject to certain vesting conditions and assume continuous employment of Mr.

James Mark Elliott is a Director and our former Chief Executive Officer.

His holdings include 124,476 shares of Class A Common Stock and restricted stock units that will vest and be converted into 9,690 shares of Class A Common Stock within 60 days and 577,675 shares of Class A Common Stock issuable upon exercise of a fully vested stock options.

Crew is a Director on our Board of Directors.

His holdings include 23,063 shares of Class A Common Stock, 63,751 shares of Class A Common Stock issuable upon exercise of stock options, and restricted stock units that will vest and be converted into 9,690 shares of Class A Common Stock within 60 days, as well as 90,116 shares which remain subject to certain vesting conditions.

Dale Strang is a Director on our Board of Directors.

His holdings include Includes 177,084 Class A Common Stock issuable upon exercise of a stock option, and restricted stock units that will vest and be converted into 9,690 shares of Class A Common Stock within 60 days, as well as 152,616 shares which remain subject to certain vesting conditions.

Tiffany Kuo is a Director on our Board of Directors.

Her holdings include 106,250 Class A Common Stock issuable upon exercise of stock options, and restricted stock units of which will vest and be converted into 9,690 shares of Class A Common Stock within 60 days, as well as 152,616 shares which remain subject to vesting conditions.

Amos is a Director on our Board of Directors.

His holdings include 72,788 shares of Class A Common Stock, and restricted stock units that will vest and be converted into 9,960 shares of Class A Common Stock within 60 days, subject to certain vesting conditions, as well as 48,450 shares which remain subject to certain vesting conditions.

Wayne Jackson is a Director on our Board of Directors.

His holdings include 72,788 shares of Class A Common Stock, and restricted stock units that will vest and be converted into 9,690 shares of Class A Common Stock within 60 days, subject to certain vesting conditions, as well as 48,450 shares which remain subject to certain vesting conditions.

The following table provides information as of December 31, 2021 with respect to shares of the Company’s Class A common stock that may be issued under the Company’s equity compensation plans:

EQUITY COMPENSATION PLAN INFORMATION

Number of securities

remaining available

for future issuance

Number of Securities

to be issued upon

Weighted-average

compensation plans

exercise price of

(excluding securities

outstanding options,

reflected in column

Plan Category

warrants and rights

Equity compensation plans approved by the security holders (1)

Equity compensation plans not approved by security holders

Includes 6,390,438 shares available for issuance under the Company’s 2014 Equity Incentive Plan and 5,000,000 shares available for issuance under the Company’s 2020 Equity Incentive Plan.

The information required by this item will be included in our definitive proxy statement for the 2023 Annual Meeting of Stockholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

On January 31, 2018, the Company entered into a management agreement (the “Management Agreement”) with an entity owned and controlled by our Chief Executive Officer, Michael Pope.

The Management Agreement is separate and apart from Mr.

Pope’s employment agreement.

Under the Management Agreement, which will become effective as of the first day of the same month that Mr.

Pope’s employment with the Company terminates and has a term of 13 months, Mr.

Pope will provide consulting services to the Company including sourcing and analyzing strategic acquisitions, assisting with financing activities, and other services.

As consideration for the services provided, the Company will pay a management fee equal to 0.375% of the consolidated net revenues of the Company, payable in monthly installments, not to exceed $250,000 in any calendar year.

At his option, Mr.

Pope may defer payment until the end of each year and receive payment in the form of shares of Class A Common Stock of the Company.

On June 21, 2018, the Company issued a warrant to purchase 270,000 Class A Common Stock to an entity wholly owned by Mr.

The warrant has an exercise price is $0.42 per share.

On June 3, 2021, August 19, 2021 and December 29, 2021, Mr.

Pope exercised warrants to purchase 30,000, 75,000 and 195,000 shares of common stock, respectively, constituting full exercise of the warrant.

Policies and Procedures for Related Party Transactions

Our Audit Committee Charter provides that our Audit Committee will be responsible for reviewing and approving in advance any related party transaction.

Transactions requiring such pre-approval will include, with certain exceptions set forth in Item 404 of Regulation S-K, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.

The information required by this item will be included in our definitive proxy statement for the 2023 Annual Meeting of Stockholders.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table represents fees for professional audit services for the audit of the Company’s annual financial statements for the fiscal years ended December 31, 2021 and 2020, respectively, rendered by Dixon Hughes Goodman LLP.

The independent registered public accounting firm is Dixon Hughes Goodman LLP (PCAOB Firm ID No.

57 ) located in Atlanta, Georgia.

Fiscal year ended December 31,

Audit-related fees 2

Audit fees consist of fees for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of the financial statements included in the Company’s Form 10-K and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.

Audit-related fees consist primarily of fees for assurance and related services by the accountant that are reasonably related to the performance of the audit or review of the Company’s financial statements.

Tax fees include the preparation of federal tax returns as well as tax planning and consultation on new tax legislation, regulations, rulings, and developments.

Audit Committee Pre-Approval Policies

The Audit Committee is tasked with pre-approving any non-audit services proposed to be provided to the Company by the independent auditors.

The information required by this item will be included in our definitive proxy statement for the 2023 Annual Meeting of Stockholders.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Valuation and Qualifying Accounts

(in thousands)

Deductions (a)

Year Ended December 31, 2021

Allowance for doubtful accounts

Total allowance deducted from assets

Year Ended December 31, 2022

Allowance for doubtful accounts

Total allowance deducted from assets

(a) Write-offs, net of recoveries

Description of Exhibit

15 unchanged sentences

Description of Securities.*

2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 (Reg.

No.333-2048111) filed on June 9, 2015).

Form of Pre-Funded Warrant, dated July 22, 2022, issued to an accredited institutional investor (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8- K filed July 26, 2022).

Form of Warrant, dated July 22, 2022, issued to an accredited institutional investor (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8- K filed July 26, 2022).

Trademark Assignment dated May 27, 2016, between Herbert Myers, Boxlight Corporation and Boxlight Inc.

7 unchanged sentences

333-204811) filed on May 13, 2016.

Employment Agreement, dated November 30, 2017, by and between Boxlight Corporation and James Mark Elliott (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K filed April 2, 2018).

Employment Agreement, dated November 30, 2017, by and between Boxlight Corporation and Michael Pope (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K filed April 2, 2018).

Employment Agreement, dated November 30, 2017 by and between Boxlight Corporation and Sheri Lofgren (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed April 2, 2018).

Employment Agreement, dated November 30, 2017 by and between Boxlight Corporation and Henry Nance (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed April 2, 2018).

$2,000,000 Convertible Promissory Note of Boxlight Corporation to Mim Holdings, dated as of April 1, 2016 (Incorporated by reference to Exhibit 10.14 in the Registration Statement on Form S-1 (Reg.

333-204811) filed on May 13, 2016).

Agreement, dated December 2015 by and between Loeb & Loeb LLP and Boxlight Corporation (incorporated by reference to Exhibit 10.38 in the Registration Statement on Form S-1 (Reg.

333-204811) filed on December 28, 2015).

Amendment No.

24 unchanged sentences

Account Sale and Purchase Agreement, dated September 5, 2017 between Sallyport Commercial Finance LLC and Boxlight Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 11, 2017).

Employment Agreement, dated March 19, 2018 by and between Boxlight Corporation and Takesha Brown (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 21, 2018).

Stock Purchase Agreement and Exhibits, date May 9, 2018 among Boxlight Corporation, Cohuborate Ltd.

64 unchanged sentences

Employment Agreement, dated November 1, 2019, between Sahara Presentation Systems PLC and Mark Starkey (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 19, 2020).

Amendment No.

2 to the Boxlight Corporation 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 dated October 7, 2020).

Deed of Variation, dated September 24, 2020, between Sahara Presentation Systems PLC and Mark Starkey (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed November 19, 2020).

18 unchanged sentences

and Calypso Systems LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 1, 2021).

Credit Agreement dated December 31, 2021, between Boxlight Corporation, its subsidiaries, Whitehawk Finance LLC., and White Hawk Capital Partners, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 5, 2022).

Credit Agreement dated December 31, 2021, between Boxlight Corporation, its subsidiaries, Whiteawk Finance LLC., and White Hawk Capital Partners, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 5, 2022).

Employment Agreement dated February 14, 2022, between Boxlight Corporation and Michael Pope (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 18, 2022).

2 unchanged sentences

Amended and Restated Fee Letter, dated April 4, 2022, between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance, LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed April 4, 2022).

Employment Agreement, dated June 13, 2022, between Boxlight Corporation and Greg Wiggins (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed June 14, 2022).

Second Amendment to Credit Agreement (including Exhibit A), dated June 21, 2022, between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed June 27, 2022).

Securities Purchase Agreement dated July 22, 2022, between Boxlight Corporation and an accredited institutional investor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 26, 2022).

Placement Agency Agreement, dated July 22, 2022, between Boxlight Corporation and Maxim Group LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed July 26, 2022).

Amended and Restated Insider Trading Policy*

Code of Business Conduct and Ethics*

Letter of FORVIS, LLP, dated June 2, 2022 to the Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed June 2, 2022.)

Subsidiaries*

Consent of Dixon Hughes Goodman LLP*

Consent of FORVIS LLP*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

19 unchanged sentences

Principal Executive Officer

April 13, 2022

March 16, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

1 unchanged sentence

Chairman of the Board, and

April 13, 2022

March 16, 2023

Chief Executive Officer

(principal executive officer)

/s/ Patrick N.

/s/ Gregory S.

Chief Financial Officer

April 13 2022

March 16, 2023

(principal financial and accounting officer)

/s/ Rudolph F.

April 13, 2022

March 16, 2023

/s/ Tiffany Kuo

April 13, 2022

March 16, 2023

/s/ Charles P.

April 13, 2022

March 16, 2023

/s/ Mark Elliott

April 13, 2022

March 16, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures