Item 1.01   Entry Into Material Definitive Agreements.

As previously reported on September 21, 2020, Boxlight Corporation, a Nevada corporation ("Boxlight" or the "Company"), entered into a securities purchase agreement (the "Lind SPA") with Lind Global Asset Management, LLC, a Delaware limited liability company ("Lind"), pursuant to which Lind purchased from the Company a $22,000,000 secured convertible note (the "Convertible Note") and 310,399 shares of Class A common stock of the Company (the "Bonus Shares") in exchange for payment of $20,000,000 (the "Funding"). Under the terms of the Lind SPA, in addition to the issuance of the Convertible Note, the Company paid to Lind a commitment fee of $400,00. The Convertible Note has a term of 24-months, bears a 4% interest rate per annum (0% interest so long as the Common Stock trades at $3.50 or more per share), is repayable in 22 equal installments commencing 60 days after the Funding and, at the option of the Company, may be repaid in either cash or Common Stock. Prior to closing, the terms of the transaction changed such that the parties determined the sale would be made as a primary offering, as opposed to an exempt offering, such that the Convertible Note and the Bonus Shares sold in the offering were being sold pursuant to the Company's effective registration statement on Form S-3 (SEC File No. 333-239939) (the "Registration Statement").

As such, the Bonus Shares and conversion shares underlying the Convertible Note, consisting of a total of up to 7,261,992 shares of Common Stock, will be available for issuance pursuant to the Registration Statement and the related base prospectus included therein, as supplemented by the prospectus supplement dated July 28, 2020, as amended (the "Base Prospectus"), and the prospectus supplement, filed September 24, 2020. The legal opinion and consent of Michelman & Robinson LLP addressing the validity of the Common Stock sold in the above offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.





Item 9.01     Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.   Description
5.1             Legal Opinion of Michelman & Robinson LLP

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