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Nasdaq warns Boxlight (NASDAQ: BOXL) on minimum equity listing rule

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Boxlight Corporation received a Nasdaq notice that its stockholders’ equity no longer meets the minimum requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 of stockholders’ equity, while Boxlight reported $1,255,000 in its Form 10-K for the period ending December 31, 2025.

The company’s shares continue to trade on Nasdaq while it works to regain compliance. Boxlight has until June 4, 2026 to submit a plan to Nasdaq, which may grant up to 180 days from the notice date to demonstrate compliance. If its plan is not accepted or it cannot regain compliance in time, the stock could face delisting, though Boxlight would be able to appeal any such decision to a Nasdaq Hearings Panel.

Positive

  • None.

Negative

  • Nasdaq noncompliance on equity: Boxlight’s stockholders’ equity of $1,255,000 is below the $2,500,000 Nasdaq Capital Market requirement, creating a defined timeframe and risk that its common stock could ultimately be delisted if the company cannot regain compliance or meet other continued listing standards.

Insights

Nasdaq equity shortfall creates listing risk for Boxlight.

Boxlight reported stockholders’ equity of $1,255,000, below the Nasdaq Capital Market minimum of $2,500,000 under Listing Rule 5550(b)(1). This triggered a noncompliance notice, but the shares remain listed while the company pursues a remediation plan.

Boxlight must submit a compliance plan by June 4, 2026. If Nasdaq accepts it, the company can have up to 180 days from the letter date to restore equity above the threshold, likely via profitability improvements, capital actions, or balance sheet changes described in future filings.

If Boxlight cannot regain compliance or meet other listing standards, its stock may be delisted from the Nasdaq Capital Market, though it could appeal to a Nasdaq Hearings Panel. Delisting would shift trading to a less liquid market, potentially increasing volatility and transaction costs for shareholders.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reported stockholders’ equity $1,255,000 As reported in Form 10-K for period ending December 31, 2025
Nasdaq minimum equity requirement $2,500,000 Nasdaq Capital Market Listing Rule 5550(b)(1) threshold
Compliance plan deadline June 4, 2026 Date by which Boxlight must submit plan to Nasdaq
Maximum extension period 180 days Potential additional time from letter date to evidence compliance
Nasdaq Capital Market financial
"minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Nasdaq Listing Rule 5550(b)(1) regulatory
"Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market"
stockholders’ equity financial
"the Company reported stockholders’ equity of $1,255,000, which is below the minimum"
Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.
Nasdaq Hearings Panel regulatory
"Nasdaq rules would permit the Company to appeal the decision ... to a Nasdaq Hearings Panel"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
Understanding 8-K Material Events →
0001624512false00016245122026-04-232026-04-23

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): April 20, 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 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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock $0.0001 per share BOXLThe 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 20, 2026, Boxlight Corporation, a Nevada corporation (“Boxlight”, the “Company”, “we” and “us”), received an expected letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that its stockholders’ equity as reported in its Annual Report on Form 10-K for the period ending December 31, 2025 (the “Form 10-K”), did not meet the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000. In the Company’s Form 10-K, the Company reported stockholders’ equity of $1,255,000, which is below the minimum stockholders’ equity required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1). Additionally, as of the date of this Report, the Company does not meet the alternative Nasdaq continued listing standards under Nasdaq Listing Rules.
This notice of noncompliance has had no immediate impact on the continued listing or trading of the Company’s common stock on The Nasdaq Capital Market, which will continue to be listed and traded on Nasdaq, subject to the Company’s compliance with the other continued listing requirements. Nasdaq has given the Company until June 4, 2026, to submit to Nasdaq a plan to regain compliance. If our plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of Nasdaq’s letter to evidence compliance.
The Company is currently evaluating various courses of action to regain compliance, and plans to timely submit its plan to Nasdaq to regain compliance with the minimum stockholders’ equity requirement. The Company is confident that it can regain compliance with Nasdaq’s minimum stockholders’ equity standard within the compliance period. However, there can be no assurance that the Company’s plan will be accepted or that if it is, the Company will be able to regain compliance. If the Company’s plan to regain compliance is not accepted, or if it is and the Company does not regain compliance within 180 days from the date of Nasdaq’s letter, or if the Company fails to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that the Company’s common stock will become subject to delisting. In such an event, Nasdaq rules would permit the Company to appeal the decision to reject the Company’s proposed compliance plan or any delisting determination to a Nasdaq Hearings Panel.

Item 9.01    Financial Statements and Exhibits.
Exhibit No.Description
104Cover 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: April 23, 2026
By: /s/ Ryan Zeek
 Name: Ryan Zeek
Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq notice did Boxlight (BOXL) receive about its listing?

Boxlight received a Nasdaq notice that its stockholders’ equity no longer meets the Nasdaq Capital Market minimum. The company’s equity was $1,255,000, below the $2,500,000 required under Listing Rule 5550(b)(1), triggering a formal noncompliance notification but not an immediate delisting.

How far below Nasdaq’s equity requirement is Boxlight (BOXL)?

Nasdaq requires stockholders’ equity of at least $2,500,000 for the Capital Market. Boxlight reported stockholders’ equity of $1,255,000 in its Form 10-K, placing it $1,245,000 under the required threshold, which led directly to Nasdaq’s notice of noncompliance with its continued listing standard.

Does the Nasdaq notice immediately affect trading in Boxlight (BOXL) stock?

The notice does not immediately affect trading. Boxlight’s common stock will continue to be listed and traded on the Nasdaq Capital Market while the company works on a plan to regain compliance, provided it continues to meet all other applicable Nasdaq listing requirements.

What deadline did Boxlight (BOXL) receive to submit a compliance plan to Nasdaq?

Boxlight has until June 4, 2026, to submit a plan to regain compliance with Nasdaq’s minimum stockholders’ equity requirement. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the letter date for Boxlight to demonstrate that it again meets the equity standard.

What happens if Boxlight (BOXL) cannot regain compliance with Nasdaq rules?

If Boxlight’s plan is not accepted, or it fails to regain compliance within the allowed period or breaches another listing rule, Nasdaq may move to delist the stock. In that situation, Nasdaq’s rules allow Boxlight to appeal any rejection or delisting determination to a Nasdaq Hearings Panel.

Is Boxlight (BOXL) evaluating options to meet Nasdaq’s equity standard?

Boxlight states it is evaluating various courses of action to regain compliance with Nasdaq’s minimum stockholders’ equity standard. The company plans to timely submit its compliance plan and expresses confidence it can meet the requirement within the allowed period, while acknowledging no assurance can be given.

Filing Exhibits & Attachments

3 documents

Other Documents