Boxlight (BOXL) Files Agreement with Series B/C Holders, Oct 2025

Boxlight Corporation reported it entered into a material agreement with all holders of its Series B and Series C Preferred Stock.

Rhea-AI Filing Summary

Boxlight Corporation reported it entered into a material agreement with all holders of its Series B and Series C Preferred Stock. The filing lists an Agreement effective October 1, 2025 and an Amendment to the Certificate of Designation for Series B Preferred Stock effective October 2, 2025. The 8-K identifies those documents as Exhibits 10.1 (the Agreement) and 3.1 (the Amendment) and confirms the filing includes the Inline XBRL cover page as Exhibit 104.

The disclosure does not provide the terms, economic impact, or changes to conversion, voting, or liquidation rights within the body text. The report is signed by Brian Lane, Interim Chief Financial Officer. No financial statements, financial amounts, or forward-looking metrics are disclosed in the provided text.

Positive

• Executed agreement with all holders of Series B and Series C Preferred Stock effective October 1, 2025
• Filed amendment to the Series B Certificate of Designation effective October 2, 2025

Negative

• None.

Insights

Corporate Governance Counsel

Company disclosed a material agreement and an amendment to preferred stock terms dated Oct 1–2, 2025.

The filing confirms the company executed an Agreement with all holders of its Series B and Series C Preferred Stock, and an Amendment to the Series B designation. Those are explicit corporate actions that can alter holder rights.

Because the 8-K text does not include the substance of the Agreement or Amendment, the legal effect on governance, control, or liquidation preference cannot be determined from this filing alone.

Investor Relations Analyst

Material documents filed as Exhibits 3.1 and 10.1; no financial impact disclosed in the text.

The report lists Exhibit 10.1 (Agreement effective October 1, 2025) and Exhibit 3.1 (Amendment effective October 2, 2025), indicating formal documentation is available as exhibits.

Investors must review those exhibits to assess changes to capital structure or rights because the 8-K summary contains no numeric impacts, no changes to outstanding share counts, and no new financial statements.

8-K Event Classification

3 items: 1.01, 3.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BOXL (Boxlight Corporation) disclose in the 8-K?

The company disclosed it entered into an Agreement with all holders of its Series B and Series C Preferred Stock (effective October 1, 2025) and filed an Amendment to the Series B Certificate of Designation (effective October 2, 2025).

Are the terms of the Agreement or Amendment included in the 8-K?

No. The body text lists the Agreement and the Amendment as exhibits but does not disclose their terms, economic impact, or changes to rights.

Which exhibits are referenced in the filing?

Exhibit 3.1 is the Amendment to the Series B Certificate of Designation, Exhibit 10.1 is the Agreement with Series B and Series C holders, and Exhibit 104 is the Inline XBRL cover page.

Who signed the 8-K for BOXL?

The filing is signed by Brian Lane, Interim Chief Financial Officer.

Does the 8-K disclose any financial amounts or share counts?

No. The provided text does not disclose monetary amounts, share counts, conversion rates, or changes to outstanding securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/03/2025 - 04:01 PM EDT Learn about SEC filing dates

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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): October 1, 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)

Not Applicable

(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:

¨	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 $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. ¨

Item 1.01 Entry into a Material Definitive Agreement.

Effective October 1, 2025, Boxlight Corporation, a Nevada corporation (the “Company”), entered into an agreement (the “Agreement”) with all of the holders of its Series B Preferred Stock, par value $0.0001 per share (“Series B Stock”), and of its Series C Preferred Stock, par value $0.0001 per share (“Series C Stock”).

Pursuant to the Agreement, the holders converted all outstanding shares of Series C Stock—constituting a total of 1,320,850 shares—into a total of 198,920 shares of Class A Common Stock, par value $0.0001 per share (“Common Stock”).

In addition, the holders agreed with the Company to amend the terms of the Series B Stock. Specifically, the right of the holders to convert their Series B Stock into Common Stock at their option, and a provision that provided for automatic conversion if the price of the Common Stock on the Nasdaq Capital Market reached a certain level, were eliminated. The right of the holders to cause the Company to redeem their Series B Stock at their option was also eliminated.

The dividend provisions of the Series B Stock were amended to provide that the current 8% per annum dividend, currently accruing on a non-compounding cumulative basis, would begin accruing at 9% per annum on October 2, 2027, 10% on October 2, 2028, 11% on October 2, 2029 and 12% on October 2, 2030 and thereafter. The cumulative dividends are payable only when and if declared, or in the event of a liquidation of the Company. No dividends can be declared or paid on junior classes of capital stock, including the Common Stock, unless unpaid cumulative dividends on the Series B Stock are first paid. Although the dividends are payable only when and if declared or upon a liquidation, dividends that do become payable but remain unpaid will accrue interest at a fixed rate of 12% until such dividend and interest shall be paid in full.

In the Agreement, the Company agreed to apply up to 20% of the net proceeds of future primary equity securities offerings undertaken by the Company for capital-raising purposes to redeem or repurchase the Series B Stock at a redemption price per share of $10.00 until all such shares are redeemed and repurchased. The obligation to repurchase or redeem the Series B Stock is subject to possible limitation based on legal, stock market listing standard or marketing-related considerations.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 3.03 Material Modification to Rights of Security Holders.

On October 2, 2025, the Company filed with the Nevada Secretary of State an Amendment to the Certificate of Designation of its Series B Preferred Stock to implement the amendments described in the third and fourth paragraphs of Item 1.01 above, which paragraphs are incorporated by reference herein in response to this item.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Amendment to the Certificate of Designation of the Series B Preferred Stock, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
3.1	Amendment to Certificate of Designation of Series B Preferred Stock effective October 2, 2025
10.1	Agreement with Series B and Series C Preferred Stockholders effective October 1, 2025
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 3, 2025

BOXLIGHT CORPORATION
By:	/s/ Brian Lane
Name:	Brian Lane
Title:	Interim Chief Financial Officer