Boxlight Corporation (BOXL) is registering 47,466,613 shares of Class A common stock for selling-stockholder resale. This includes 30,438,310 shares, representing 200% of shares currently issuable upon conversion of Series D preferred stock at the Adjusted Floor Price as of August 31, 2026; 15,243,507 shares issued or issuable under its Equity Purchase Agreement with Secure Net Capital LLC; and 1,784,796 shares tied to J.J. Astor & Co.’s inventory finance agreement. Boxlight receives no proceeds from resales.
Separately, Boxlight may sell Secure Net Capital up to $15,000,000 of common stock over a 36-month commitment period. Regular puts are priced at 95% of the lowest daily VWAP during the pricing period; intraday puts at 95% of the lowest traded price during the intraday period. Sales require, among other conditions, an effective resale registration statement and continued exchange listing.
Boxlight reported 844,556 common shares outstanding as of October 21, 2026. It estimates full Series D conversion at the current Adjusted Floor Price would issue approximately 15,219,155 shares, representing approximately 94.7% of shares outstanding immediately following conversion, without giving effect to the beneficial ownership limitation or exchange cap.
Boxlight Corporation asks stockholders to vote at a virtual special meeting on November 10, 2026, on eight proposals: reverse-split authority up to 1,000-for-1 within three years after approval; increasing authorized Class A shares from 55 million to 500 million; issuances above 19.99% caps under Series D, Series E and equity-line arrangements; and WhiteHawk, J.J. Astor, adjournment, 2026 equity-plan and name-change proposals.
The Exchange Cap approvals are among the conditions to the $2 million second Series D funding tranche, alongside an effective resale registration and other contractual requirements. The equity line permits up to $15 million in share sales over 36 months at 95% of the applicable market price, subject to volume limits; the proposed 2026 plan reserves 6.5 million shares.
The company says initial Series D proceeds repaid approximately $2.25 million of WhiteHawk principal and a $0.14 million prepayment penalty, and restored compliance with Nasdaq’s minimum stockholders’ equity requirement. The initial resale registration statement was filed after its contractual filing deadline and was not effective by the stated deadline; certain registration failures carry liquidated damages equal to 5% of the aggregate subscription amount per affected holder.
Boxlight Corp (BOXL), the Series D Majority Holders and J.J. Astor & Co. executed a revised consent on October 9, 2026, effective September 30, 2026, replacing the original consent in full. The revised consent acknowledges that Series E Preferred Stock is the company’s only preferred stock with “as converted” voting rights.
The revised terms narrow the most-favored-nation waiver to voting rights provided as a term of Series E Preferred Stock and no longer waive participation, equal-treatment or similar rights. They replace a broad waiver of specified defaults and remedies with a limited waiver subject to carve-outs, restrict registration of Series E conversion shares and add a conversion limitation. Series E Preferred Stock may not be converted until the earlier of no Series D Preferred Stock remaining outstanding or a resale registration statement covering all Class A common shares issuable upon Series D conversion becoming effective and the Required Stockholder Approvals being obtained. Michael Pope, Boxlight’s Chairman of the Board and J.J. Astor’s Chief Executive Officer, acknowledged the consent for J.J. Astor.
Boxlight Corporation (BOXL) sold 106,250 shares of Series E convertible preferred stock to J.J. Astor & Co. in a private placement for an $850,000 subscription amount. The purchase price was $8.00 per share against a $10.00 stated value, reflecting a 20% original issue discount.
Series E converts optionally after all outstanding Series D preferred shares are converted or redeemed, or earlier at the earlier of 180 days after initial issuance and receipt of required stockholder approvals. Its conversion price is the greater of the adjusted floor price and 80% of the lowest Class A closing price during the prior five trading days; the initial floor is $0.95. Cumulative default dividends accrue in kind at 20% annually upon a Dividend Trigger Event.
Boxlight must file a resale registration statement within 30 calendar days after closing and cause effectiveness by the earlier of 60 calendar days after closing or the second trading day after SEC notice of no review. Missed deadlines trigger liquidated damages equal to 5% of the subscription amount on each Event Date and each 30-day anniversary, plus 18% annual interest on late payments. The Series D amendment sets a $10-per-share preference for liquidation, dissolution or winding up, removes mergers and substantially-all-assets or stock sales as triggers, and requires majority Series D holder approval for specified fundamental transactions.
Boxlight Corp Chief Operating Officer Nance Henry reported selling 1 share of Class A common stock on August 25, 2026, at $5.47 per share. Henry directly held 208 shares after the transaction. The sale was described as an automatic, non-discretionary sell-to-cover transaction for tax withholding tied to RSU vesting. A separately reported ownership breakdown lists 1,018 Class A shares and 257 RSUs, with the RSUs subject to vesting conditions. No Rule 10b5-1 plan is reported.
Boxlight Corp (BOXL) Chief Technology Officer Shaun Marklew reported a direct sale of 1 share of Class A common stock at $5.47 per share on August 25, 2026. His reported direct holdings after the transaction were 122 shares. No Rule 10b5-1 plan is reported. The remarks describe RSU-vesting sell-to-cover transactions as automatic, routine and non-discretionary, and say they fund tax-withholding obligations.
Boxlight Corporation (BOXL) filed a resale registration for up to 47,112,385 shares of Class A common stock to be offered by existing security holders, not by the company. The shares include stock issuable on conversion of recently issued Series D Convertible Preferred Stock, shares tied to a $15 million Equity Purchase Agreement with Secure Net Capital LLC, and shares related to an inventory finance facility with J.J. Astor & Co. Common stock outstanding was 844,544 shares before this registration, so the registered amount is many times the current float, with variable pricing features that can increase issuances as the stock price declines. Boxlight will not receive proceeds from the selling stockholders’ resales, but has already raised $7.5 million from the Series D preferred and may raise up to $15 million through future sales to Secure Net Capital, while J.J. Astor’s convertible, related-party inventory financing and associated “Make Whole” terms can add further share issuance or cash obligations.
Boxlight Corporation (BOXL) has filed an amended preliminary proxy for a special shareholder meeting focused on approving a highly dilutive financing and capital structure reset tied to recently issued Series D preferred stock and a $15 million equity line with Secure Net Capital.
Shareholders are asked to authorize one or more reverse stock splits of Class A common stock at ratios up to 1,000‑for‑1, lift the 19.99% Nasdaq “Exchange Cap” on issuances from the Series D and equity line, approve sales below the WhiteHawk warrant exercise price, increase authorized Class A shares from 55,000,000 to 500,000,000, and approve a related‑party J.J. Astor conversion feature and a new 6,500,000‑share 2026 equity incentive plan. The company explains these steps support funding operations, servicing debt, and maintaining Nasdaq listing after past stockholders’ equity deficiencies and covenant breaches; failure of key proposals could block the second $2 million tranche of the preferred financing, restrict use of the equity line, and risk contractual defaults and potential delisting.
Boxlight Corporation (BOXL) is calling a special shareholder meeting to approve multiple actions tied to recent financing arrangements and Nasdaq listing compliance. Key items include authority for the Board to implement one or more reverse stock splits of Class A common stock at ratios up to 1,000‑for‑1, and an increase in authorized Class A shares from 55,000,000 to 500,000,000.
Shareholders are also asked to approve: (1) removal of the 19.99% Nasdaq Exchange Cap on share issuance upon conversion of recently issued Series D Convertible Preferred Stock; (2) permission to issue stock below the exercise price of the WhiteHawk warrant; (3) approval to issue more than 19.99% of outstanding shares to J.J. Astor & Co. under a related‑party inventory finance facility; (4) a $15 million equity line share issuance framework; (5) a new 2026 Equity Incentive Plan reserving 6,500,000 shares; and (6) a corporate name change to Boxlight Group Corporation. The company explains these measures are intended to secure capital, satisfy share‑reserve and covenant obligations, and maintain Nasdaq Capital Market listing.
Boxlight Corporation (BOXL) reports that a Nasdaq Hearings Panel has determined the company has regained compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity, and has granted its request for continued listing on The Nasdaq Stock Market.
The decision followed an August 13, 2026 hearing where Boxlight outlined a compliance plan that included a PIPE transaction yielding approximately $6.6 million in net proceeds through a Series D Convertible Preferred Stock financing, an anticipated $15 million equity line of credit, and a planned $2.9 million debt-to-equity swap. Tranche One of the Series D financing closed on August 5, 2026, raising $4.8 million net.
Under Nasdaq Listing Rule 5815(d)(4)(A), the Panel imposed a one-year Discretionary Panel Monitor, effective August 17, 2026. During this period, any future non-compliance with Nasdaq listing rules would lead directly to a Delist Determination Letter without additional cure periods, although Boxlight could request a new hearing.