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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 3, 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:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
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| ¨ |
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)) |
| |
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| ¨ |
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. ¨
Item 8.01. Other Events.
Regained Compliance with Nasdaq Stock Market
Listing Standards
Following the completion of
the transactions summarized below, Boxlight Corporation (the “Company”) believes, as of the date of this filing, that it has
stockholders’ equity of at least $2.5 million as required for continued listing on The Nasdaq Capital Market under Nasdaq Listing
Rule 5550(b) (the “Equity Rule”). The Company awaits Nasdaq’s formal confirmation that it has regained compliance with
the Equity Rule. In any event, the Company expects that Nasdaq will continue to monitor the Company’s compliance with the Equity
Rule and, if at the time of its next periodic report the Company does not comply, the Company may be subject to delisting.
As previously reported, on
April 7, 2025, the Company received notice from Nasdaq’s Listing Qualifications Staff that it no longer satisfied the Equity Rule.
The Company thereafter submitted a plan to regain compliance with the rule, with Nasdaq ultimately granting the Company until October
6, 2025 to evidence compliance with the Equity Rule.
On August 8, 2025, the Company
held its 2025 annual meeting of shareholders, at which the Company’s shareholders approved, among other items, an amendment to the
Company’s Articles of Incorporation to increase the number of authorized shares of Class A common stock to 25,000,000.
On September 24, 2025, the
Company announced that it had completed an offering of its Class A common stock that raised $4.0 million in gross proceeds, before deducting
the placement agent’s fees and other offering expenses payable by the Company. Further, holders of 882,000 shares of common warrants
have exercised their warrants at $2.13 per share in the past few weeks, providing the Company with another $1.9 million of gross proceeds.
On October 3, 2025, the Company
reported that it had entered into an agreement to modify the terms of its Series B Preferred Stock and for the holders of its Series C
Preferred Stock to convert their holdings into common stock of the Company. The increase in the number of authorized shares of Class A
common stock was necessary to allow the conversion of the 1,320,850 shares of Series C Preferred Stock into 194,843 shares of Class A
common stock.
The original terms of the
Series B Preferred Stock contained redemption features that were not solely within the control of the Company, and the Company classified
the Series B Preferred Stock as temporary equity on its consolidated balance sheet. The modifications to the Series B Preferred Stock,
among other things, removed the redemption features that were not solely in the Company’s control. As a result, the Company believes
it is now able to classify the Series B Preferred Stock as permanent equity on its consolidated balance sheet. The Company believes that
the combination of the capital raising activities above and the reclassification of the Series B Preferred Stock results in the Company
complying with the Equity Rule by having stockholders’ equity of at least $2.5 million.
Furthermore, as reported on
August 14, 2025, the Company regained compliance with Nasdaq Listing Rule 5605(b)(1), which requires that a majority of the Board must
be comprised of independent directors as defined in Nasdaq listing standards, through the election of new independent directors.
Finally, the Company has also
recently regained compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires, among other things, that audit committees have at
least one member that has past employment experience in finance or accounting, requisite professional certification in accounting, or
any other comparable experience or background which results in the individual's financial sophistication. The Board of Directors has concluded
that Carine Clark, including through her primary occupation as chief executive officer of a mortgage lender, has the requisite experience
and background that results in her financial sophistication.
As a result of the foregoing,
the Company believes it is currently in compliance with Nasdaq’s listing standards.
Forward-Looking Statements
This Current Report on Form
8-K contains forward-looking statements. Forward-looking statements may include, but are not limited to, statements related to whether
the Company has regained compliance with Nasdaq’s Equity Rule, which determination awaits Nasdaq confirmation, and whether the Company
will be successful in maintaining the listing of its Class A Common Stock on Nasdaq, as well as statements, other than historical facts,
that address activities, events or developments that the Company intends, expects, projects, believes or anticipates will or may occur
in the future. These statements are often characterized by terminology such as “believes,” “hopes,” “may,”
“anticipates,” “should,” “intends,” “plans,” “will,” “expects,”
“estimates,” “projects,” “positioned,” “strategy” and similar expressions and are based
on assumptions and assessments made in light of management’s experience and perception of historical trends, current conditions,
expected future developments and other factors believed to be appropriate. Forward-looking statements in this Current Report on Form 8-K
are made as of the date of this Current Report on Form 8-K, and the Company undertakes no duty to update or revise any such statements,
whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance
and are subject to risks and uncertainties, many of which are outside of the Company’s control. Important factors that could cause
actual results, developments and business decisions to differ materially from forward-looking statements are described in the sections
titled “Risk Factors” in the Company’s filings with the Securities and Exchange Commission, including its most recent
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and include factors such as the Company’s history of noncompliance
with Nasdaq listing standards and the absence of any guarantee that there will not be future noncompliance, or that the Company may not
be successful in remedying such noncompliance, which may result in a delisting of the Company’s Class A common stock and a correlative
loss of market value and liquidity of the Class A common stock.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| |
|
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| 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.
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BOXLIGHT CORPORATION |
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| Dated: October 3, 2025 |
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By: /s/ Brian Lane |
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Name: Brian Lane |
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Title: Interim Chief Financial Officer |
