Boxlight (NASDAQ: BOXL) board loss of director causes Nasdaq noncompliance

Rhea-AI Filing Summary

Boxlight Corporation reported that director Rudolph Crew, 75, resigned from its board on December 11, 2025 for personal reasons, and his departure did not stem from any disagreement over the company’s operations, policies, or practices. Because he was an independent director, his resignation leaves Boxlight out of compliance with Nasdaq Capital Market Rule 5605(b)(1), which requires a majority of the board to be independent under Nasdaq listing standards. Under Rule 5605(b)(1)(A), the company has 180 days from his resignation, until June 9, 2026, to restore a majority of independent directors and regain compliance.

Positive

• None.

Negative

• Resignation of independent director Rudolph Crew leaves Boxlight’s board out of compliance with Nasdaq Rule 5605(b)(1) until it restores a majority of independent directors by June 9, 2026.

Insights

Corporate governance analyst

Director resignation creates a temporary Nasdaq board-independence shortfall that must be cured within the defined 180-day window.

The resignation of independent director Rudolph Crew on December 11, 2025 removes an experienced board member and immediately affects Boxlight’s board composition. The company explicitly notes that his decision was for personal reasons and not due to any disagreement on operations, policies, or practices, which limits concern about internal conflict but still alters governance structure.

His departure causes Boxlight to fall below the majority-independent requirement in Nasdaq Rule 5605(b)(1), placing the company in formal noncompliance with this listing standard. Nasdaq Rule 5605(b)(1)(A) grants a 180-day cure period from the resignation date, giving Boxlight until June 9, 2026 to appoint sufficient independent directors to restore a compliant majority on the board.

This situation focuses attention on how quickly and with what profile of candidates the company can re-establish a majority of independent directors. The clearly defined cure deadline of June 9, 2026 is the key timing reference disclosed for resolving this governance and listing-standard shortfall.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (date of earliest event reported): December 11, 2025

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 formed 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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 o

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. o

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 11, 2025, Rudolph Crew, 75, resigned as a director of Boxlight Corporation (the “Company”) for personal reasons. Mr. Crew’s resignation did not result from a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Company is grateful for Mr. Crew’s years of service and contributions to the board.

Item 3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Requirement; Transfer of Listing.

Mr. Crew’s resignation has resulted in the Company not being in compliance with The Nasdaq Capital Market (“Nasdaq”) Rule 5605(b)(1), which requires that a majority of the Board of Directors must be comprised of independent directors as defined in Nasdaq listing standards. Pursuant to Nasdaq Rule 5605(b)(1)(A), the Company has 180 days from the date of Mr. Crew’s resignation, or until June 9, 2026, to cure this noncompliance.

Item 9.01    Financial Statements and Exhibits.

Exhibit No.						Description
101						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.

						BOXLIGHT CORPORATION
Dated:			December 15, 2025
						By: /s/ Ryan Zeek
						Name: Ryan Zeek
						Title: Chief Financial Officer

FAQ

What did Boxlight (BOXL) disclose in this SEC report?

Boxlight disclosed that director Rudolph Crew resigned from its board on December 11, 2025, and that his departure caused the company to fall out of compliance with Nasdaq Rule 5605(b)(1) on board independence, starting a 180-day cure period.

Why did director Rudolph Crew resign from Boxlights board?

Boxlight stated that Rudolph Crew, age 75, resigned as a director on December 11, 2025 for personal reasons, without indicating any other specific cause.

Did Rudolph Crews resignation involve any disagreement with Boxlight (BOXL)?

No. Boxlight specified that Mr. Crews resignation did not result from a disagreement with the company on any matter relating to its operations, policies, or practices.

How did the resignation affect Boxlights compliance with Nasdaq rules?

Because Mr. Crew was an independent director, his resignation means Boxlight no longer satisfies Nasdaq Capital Market Rule 5605(b)(1), which requires that a majority of the board be independent directors under Nasdaq standards.

How long does Boxlight (BOXL) have to regain Nasdaq board-independence compliance?

Under Nasdaq Rule 5605(b)(1)(A), Boxlight has 180 days from the date of Mr. Crews resignation, or until June 9, 2026, to cure the noncompliance with the majority-independent board requirement.

What does Nasdaq Rule 5605(b)(1) require of Boxlights board?

Nasdaq Rule 5605(b)(1) requires that a majority of the board of directors be independent directors as defined in Nasdaqs listing standards, a threshold Boxlight no longer meets after Mr. Crews resignation.