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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of report (date of earliest event reported): September 30, 2026
BOXLIGHT
CORPORATION
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-37564 |
|
36-4794936 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2750
Premiere Parkway, Ste. 900
Duluth,
Georgia 30097
(Address
Of Principal Executive Offices) (Zip Code)
678-367-0809
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
name or former address, if changed since last report.)
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)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, par value $0.0001 per share |
|
BOXL |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
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. ☐
EXPLANATORY
NOTE
On
October 6, 2026, Boxlight Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”)
with the Securities and Exchange Commission (the “SEC”) reporting, among other things, the Company’s entry into the
Series D SPA Amendment, the Series E SPA and the Series E RRA, and the execution and delivery of a Consent, Waiver and Ratification,
dated as of October 6, 2026, by the holders of a majority of the outstanding shares of Series D Preferred Stock (the “Original
Series D Consent”), a copy of which was filed as Exhibit 10.4 to the Original Form 8-K. Capitalized terms used but not defined
in this Amendment No. 1 have the meanings given to them in the Original Form 8-K, or, if not defined therein, in the Revised Series D Consent (as defined below).
This
Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed to report that, on October 9, 2026, the Company, the
Series D Majority Holders and J.J. Astor & Co., a Utah corporation (“J.J. Astor”), executed and delivered a revised
Consent, Waiver and Ratification (the “Revised Series D Consent”), which replaces the Original Series D Consent in its
entirety. This Amendment (i) amends and restates in its entirety the portion of Item 1.01 of the Original Form 8-K captioned
“Series D - Consent, Waiver and Ratification,” (ii) supplements Item 3.03 of the Original Form 8-K, and (iii) amends
Item 9.01 of the Original Form 8-K to file the Revised Series D Consent as Exhibit 10.4, which replaces Exhibit 10.4 to the Original
Form 8-K.
Except
as described in this Amendment, this Amendment does not amend, modify or update any other disclosure contained in the Original Form 8-K,
and the Original Form 8-K continues to speak as of its date. This Amendment should be read together with the Original Form 8-K.
Item
1.01 Entry into a Material Definitive Agreement.
On
October 9, 2026, the Company, the Series D Majority Holders and J.J. Astor executed and delivered the Revised Series D Consent, effective
as of September 30, 2026. The Revised Series D Consent amends the Original Series D Consent to, among other things:
(a)
extend the consent to the Series E CoD itself, consent to the execution and delivery (rather than the execution, delivery and performance)
of the Series E Documents, and add the acknowledgment that the Series E Preferred Stock is the only series of the Company’s preferred
stock with “as converted” voting rights;
(b)
narrow the most-favored-nation waiver to the voting rights provided for as a term of the Series E Preferred Stock (rather than any right
to receive voting rights or any other term of the Series E Preferred Stock), and no longer waive participation, equal-treatment or similar
rights;
(c)
replace the broad waiver of any breach, Event of Default, Default Premium, Default Dividend or other remedy arising from the Series E
transaction with a limited waiver, subject to carve-outs;
(d)
remove the consent to register the Series E Conversion Shares, including by pre-effective amendment to the Company’s Registration
Statement on Form S-1 filed with the SEC on September 22, 2026, and instead restrict registration of the Series E Conversion Shares;
(e)
add the conversion limitation on the Series E Preferred Stock and the related consent and waiver of J.J. Astor as the holder of the Series
E Preferred Stock; and
(f)
add a reservation of rights by the Series D Majority Holders and provisions protecting J.J. Astor.
Michael
Pope, the Chairman of the Board, is also the Chief Executive Officer of J.J. Astor and executed the acknowledgment of the Revised Series
D Consent on behalf of J.J. Astor.
The
foregoing description of the Revised Series D Consent does not purport to be complete and is qualified in its entirety by reference to
the full text of the Revised Series D Consent, a copy of which is filed as Exhibit 10.4 to this Amendment and is incorporated herein
by reference.
Item
3.03 Material Modification to Rights of Security Holders.
The
information set forth in Item 1.01 of this Amendment regarding the Revised Series D Consent is incorporated herein by reference. The
conversion limitation and registration restrictions agreed to by J.J. Astor in the Revised Series D Consent modify, as between the Company,
the Series D Majority Holders and J.J. Astor, the conversion and registration rights of the Series E Preferred Stock described in Items
1.01, 3.03 and 5.03 of the Original Form 8-K. In particular, notwithstanding the Series E CoD, the Series E Preferred Stock may not be
converted until the earlier of (i) such time as no shares of Series D Preferred Stock remain outstanding and (ii) the date on which a
registration statement covering the resale of all shares of Class A Common Stock issuable upon conversion of the Series D Preferred Stock
has been declared effective and the Required Stockholder Approvals have been obtained.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Item
9.01 of the Original Form 8-K is hereby amended to file the following exhibit, which replaces Exhibit 10.4 to the Original Form 8-K.
| Exhibit No. |
|
Description |
| 10.4 |
|
Consent, Waiver and Ratification of Holders of Series D Convertible Preferred Stock of Boxlight Corporation, effective as of September 30, 2026, among the Series D Majority Holders, acknowledged and agreed by Boxlight Corporation and J.J. Astor & Co. |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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: October 13, 2026 |
BOXLIGHT CORPORATION |
| |
|
|
| |
By: |
/s/ Jennifer
Grabow |
| |
Name: |
Jennifer Grabow |
| |
Title: |
Interim Chief Financial Officer |
