Boxlight expects $2M tranche if conditions are met

Available on EDGAR 11/12/2026 - 08:50 AM EST Accepted by SEC EDGAR 11/12/2026 - 08:50 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Boxlight Corp (BOXL) reported that stockholders approved proposals at its November 10, 2026 special meeting, enabling issuances under previously announced Series D and Series E Preferred Stock financings, an equity line of credit and an inventory finance agreement. The company expects $2 million in gross proceeds from the second tranche of its Series D financing upon effectiveness of its resale registration statement on Form S-1, and expects to begin using its up to $15 million equity line of credit; both are subject to other applicable conditions.

There were 471,607 votes present virtually or by proxy out of 844,544 votes eligible to be cast, representing approximately 55.84% and constituting a quorum. The Board determined not to proceed with the proposed name change to Boxlight Group Corporation. It has not determined whether, when or at what ratio to effect a reverse stock split.

8-K Event Classification

3 items: 5.07, 7.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Expected gross proceeds: $2 million Equity line of credit: Up to $15 million Votes eligible to be cast: 844,544 votes +2 more

5 metrics

Expected gross proceeds $2 million Second tranche of the Series D Preferred Stock financing, upon effectiveness of the resale registration statement on Form S-1 and subject to other applicable conditions.

Equity line of credit Up to $15 million The company expects to begin utilizing it, subject to other applicable conditions.

Votes eligible to be cast 844,544 votes At the November 10, 2026 special meeting.

Votes present 471,607 votes Present virtually or by proxy at the November 10, 2026 special meeting.

Voting participation Approximately 55.84% Of votes eligible to be cast at the November 10, 2026 special meeting.

Key Terms

resale registration statement, equity line of credit, tranche, stockholders’ equity requirement

4 terms

resale registration statement regulatory

"upon effectiveness of its resale registration statement on Form S-1"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

equity line of credit financial

"begin utilizing its up to $15 million equity line of credit"

An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.

tranche financial

"second tranche of its Series D Preferred Stock financing"

A tranche is one slice of a larger financing or investment that is released, sold, or paid out in separate parts rather than all at once. Investors care because each slice can carry different risk, return and timing—like buying pieces of a cake where some slices are richer or come later—so the specific tranche you hold affects when you get paid and how much you might gain or lose.

stockholders’ equity requirement regulatory

"regained compliance with Nasdaq’s stockholders’ equity requirement"

A stockholders’ equity requirement is a minimum amount of net assets — assets minus liabilities — that a company must keep on its balance sheet to meet rules set by regulators, lenders or stock exchanges. Think of it as a required safety buffer or minimum bank balance that shows the company has enough of its own capital to absorb losses; falling below it can limit dividends, trigger covenants or risk sanctions, so investors watch it as a sign of financial health and compliance.

FAQ

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

How much financing does BOXL expect after stockholder approval?

BOXL expects $2 million in gross proceeds from the second tranche of its Series D Preferred Stock financing upon effectiveness of its resale registration statement on Form S-1. It also expects to begin utilizing its up to $15 million equity line of credit; both actions are subject to satisfaction of other applicable conditions.

Did BOXL change its name or set a reverse stock split?

The Board determined not to proceed with the proposed change to Boxlight Group Corporation, and the company will continue to operate as Boxlight Corporation. The Board has not determined whether, when or at what ratio to effect a reverse stock split.

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

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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): November 10, 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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 10, 2026, Boxlight Corporation, a Nevada corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) for the purpose of voting on the matters described below.

At the Special Meeting, there were a total of 844,544 votes outstanding and eligible to be cast and there were shares representing a total of 471,607 votes present virtually or by proxy, representing approximately 55.84% of the votes eligible to be cast, which constituted a quorum.

The final voting results for the matters considered and voted on by the Company’s stockholders at the Special Meeting are set forth in more detail below.

(1) The Company’s stockholders approved a proposal to grant discretionary authority to the Company’s board of directors (the “Board”) to (i) amend the Company’s articles of incorporation, as amended (the “Articles of Incorporation”), to effect one or more reverse stock splits of all outstanding shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), at a ratio of up to one share of Common Stock for 1,000 outstanding shares of Common Stock, with the exact ratio or ratios to be determined by the Board in its sole discretion, and (ii) effect such reverse stock splits, if any, within three (3) years of the date the proposal is approved by stockholders (the “Reverse Stock Splits Proposal”). The number of shares that voted for, against, abstained, and broker non-votes on this Reverse Stock Splits Proposal is summarized in the table below:

For		Against		Abstain		Broker Non-Votes
428,104		42,953		550		0

(2) The Company’s stockholders approved, for purposes of Nasdaq Listing Rule 5635(d) of the Nasdaq Stock Market LLC (“Nasdaq”), the issuance of more than 19.99% of the Company’s outstanding shares of Class A Common Stock, (a) issuable upon conversion of the Company’s Series D Preferred Stock, which was issued and sold pursuant to that certain Securities Purchase Agreement, dated August 5, 2026, by and among the Company and the purchasers named therein (the “Securities Purchase Agreement”), (b) issuable upon conversion of the Company’s Series E Convertible Preferred Stock (the “Series E Preferred Stock”), which was issued and sold pursuant to that certain Securities Purchase Agreement, dated September 30, 2026, by and between the Company and J.J. Astor & Co. (the “Series E Securities Purchase Agreement”) and which Series E Preferred Stock votes with the Class A Common Stock on an “as converted” basis, and (c) issuable pursuant to that certain Equity Purchase Agreement, dated August 5, 2026, by and between the Company and Secure Net Capital LLC (the “ELOC”), at prices that may be less than the “minimum price” (as defined in Nasdaq Listing Rule 5635(d)), and, with respect to the Series E Preferred Stock, to approve such issuance for purposes of Nasdaq Listing Rules 5635(b) and 5635(c) and the right of the holders of the Series E Preferred Stock to vote such shares on an “as converted” basis in excess of 19.99% of the voting power of the Company outstanding as of September 30, 2026, and to approve and ratify the transactions contemplated by the Series E Securities Purchase Agreement (the “Exchange Cap Proposal”). The number of shares that voted for, against, abstained, and broker non-votes on this Exchange Cap Proposal is summarized in the table below:

For		Against		Abstain		Broker Non-Votes
302,562		4,351		98		164,596

 1

(3) The Company’s stockholders approved the sales or issuances of Class A Common Stock at prices below the exercise price then in effect under the existing WhiteHawk Finance LLC warrant agreement, dated as of December 31, 2021 (the “WhiteHawk Proposal”). The number of shares that voted for, against, abstained, and broker non-votes on this WhiteHawk Proposal is summarized in the table below:

For		Against		Abstain		Broker Non-Votes
304,464		2,513		34		164,596

(4) The Company’s stockholders approved one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Stock Splits Proposal, the Exchange Cap Proposal, the WhiteHawk Proposal, the Authorized Share Increase Proposal, the J.J. Astor Proposal, the 2026 Plan Proposal and the Name Change Proposal (each as defined herein) if there are not sufficient votes at the Special Meeting to approve and adopt any or all of such proposals (the “Adjournment Proposal”). Although the Adjournment Proposal was approved, adjournment of the Special Meeting was not necessary because there were sufficient votes to approve each of the other proposals. The number of shares that voted for, against, abstained, and broker non-votes on this Adjournment Proposal is summarized in the table below:

For		Against		Abstain		Broker Non-Votes
441,583		29,309		711		4

(5) The Company’s stockholders approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Class A Common Stock from 55,000,000 shares to 500,000,000 shares in order to ensure that the Company has a sufficient number of authorized but unissued shares available for the purposes described herein and for future corporate purposes, including future financings, strategic transactions, equity compensation and other general corporate purposes (the “Authorized Share Increase Proposal”). The number of shares that voted for, against, abstained, and broker non-votes on this Authorized Share Increase Proposal is summarized in the table below:

For		Against		Abstain		Broker Non-Votes
326,061		3,721		128		141,697

(6) The Company’s stockholders approved, for purposes of Nasdaq Listing Rules 5635(b), 5635(c) and 5635(d), the issuance of shares of Class A Common Stock upon conversion of amounts outstanding under the Company’s Inventory Finance Agreement, dated May 27, 2025, as amended, with J.J. Astor & Co. (the “Inventory Finance Agreement”) (including any Make Whole Shares issuable thereunder), in excess of 19.99% of the outstanding shares of Class A Common Stock, at prices that may be less than the “minimum price” (as defined in Nasdaq Listing Rule 5635(d)) (the “J.J. Astor Proposal”). The number of shares that voted for, against, abstained, and broker non-votes on this J.J. Astor Proposal is summarized in the table below. As disclosed in the Company’s definitive proxy statement, votes cast by J.J. Astor & Co. with respect to the 167,290 shares of Class A Common Stock it held as of the record date, all of which were issued under the Inventory Finance Agreement, were not counted in determining whether the J.J. Astor Proposal was approved and are excluded from the table below:

For		Against		Abstain		Broker Non-Votes
137,312		2,282		126		164,597

(7) The Company’s stockholders approved the Boxlight Corporation 2026 Equity Incentive Plan, including the reservation of 6,500,000 shares of Class A Common Stock for issuance thereunder (the “2026 Plan Proposal”). The number of shares that voted for, against, abstained, and broker non-votes on this 2026 Plan Proposal is summarized in the table below:

For		Against		Abstain		Broker Non-Votes
290,367		16,445		199		164,596

(8) The Company’s stockholders approved an amendment to the Company’s Articles of Incorporation to change the name of the Company from “Boxlight Corporation” to “Boxlight Group Corporation” (the “Name Change Proposal”). The number of shares that voted for, against, abstained, and broker non-votes on this Name Change Proposal is summarized in the table below:

For		Against		Abstain		Broker Non-Votes
295,446		175,554		606		1

On November 11, 2026, the Board determined not to proceed with the Name Change Proposal and, accordingly, the Company will not file a certificate of amendment with the Nevada Secretary of State to effect the name change to “Boxlight Group Corporation.”

 2

Item 7.01 Regulation FD Disclosure.

On November 12, 2026, the Company issued a press release announcing the results of the Special Meeting, and the Board’s determination not to proceed with the Name Change Proposal. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release, dated November 12, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 3

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: November 12, 2026
	By:	/s/ Jennifer Grabow
	Name:	Jennifer Grabow
	Title:	Interim Chief Financial Officer

 4

Exhibit 99.1 

Boxlight Corporation Stockholders Approve Proposals at Special Meeting; Board Determines Not to Proceed with Name Change

DULUTH, Ga. – November 12, 2026 – Boxlight Corporation (Nasdaq: BOXL) (“Boxlight” or the “Company”), a leading provider of interactive technology solutions, today announced that its stockholders approved proposals presented at the Company’s Special Meeting of Stockholders, held virtually on November 10, 2026. The Company also announced that its Board of Directors has determined not to proceed with the previously proposed change of the Company’s name to “Boxlight Group Corporation.” The approvals enable the Company to complete issuances under its previously announced Series D and Series E Preferred Stock financings, equity line of credit and inventory finance agreement. The Series D financing and equity line of credit were part of the plan under which the Nasdaq Hearings Panel determined in September 2026 that the Company had regained compliance with Nasdaq’s stockholders’ equity requirement.

The approved proposals include:

1. Reverse Stock Split Authority – Authority for the Board of Directors to effect one or more reverse stock splits of the Company’s Class A common stock at a ratio of up to 1-for-1,000 within three years.

2. Series D, Series E and Equity Line Issuances – Issuances of Class A common stock above Nasdaq’s 19.99% limit, including below the Nasdaq “Minimum Price,” upon conversion of the Series D and Series E Preferred Stock and under the equity line of credit, and voting of the Series E Preferred Stock on an as-converted basis above 19.99% of the Company’s voting power.

3. Lender Warrant – Issuances of Class A common stock below the exercise price of an outstanding lender warrant.

4. Increase in Authorized Shares – An increase in authorized Class A common stock from 55,000,000 to 500,000,000 shares.

5. Inventory Finance Agreement Conversions – Issuances of Class A common stock above Nasdaq’s 19.99% limit, including below the Nasdaq “Minimum Price,” upon conversion of amounts outstanding under the Company’s inventory finance agreement.

6. 2026 Equity Incentive Plan – A new equity plan reserving 6,500,000 shares of Class A common stock.

7. Name Change – A change of the Company’s name to “Boxlight Group Corporation.” Although stockholders approved this proposal, the Board has determined not to proceed with the name change, and the Company will not file a certificate of amendment with the Nevada Secretary of State to effect it.

“We appreciate the support of our stockholders,” said Michael Pope, Executive Chairman. “These approvals give the Company the flexibility it needs to strengthen its balance sheet and pursue continued compliance with Nasdaq listing requirements.”

With stockholder approval obtained, the Company expects to receive $2 million in gross proceeds from the second tranche of its Series D Preferred Stock financing upon effectiveness of its resale registration statement on Form S-1, and to begin utilizing its up to $15 million equity line of credit, in each case subject to the satisfaction of other applicable conditions.

The Board has not determined whether, when or at what ratio to effect a reverse stock split. The Board has determined not to proceed with the name change to “Boxlight Group Corporation,” and the Company will continue to operate as Boxlight Corporation. The Company’s Class A common stock will continue to trade on Nasdaq under the symbol “BOXL.”

Additional information regarding each proposal is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission. Final voting results will be reported in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

About Boxlight Corporation

Boxlight Corporation (Nasdaq: BOXL) is a leading provider of education technology, campus communication and school safety solutions. Through its Clevertouch^® interactive and non-interactive displays, CleverLive^® digital signage, FrontRow^™ classroom audio and the Boxlight Symphony^™ campus communication platform, Boxlight connects instruction, communication and emergency alerting across classrooms, campuses and districts in a single integrated ecosystem. For more information, visit boxlight.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the effectiveness of the Company’s resale registration statement, the expected closing of the second tranche of the Series D Preferred Stock financing, the use of the equity line of credit, any reverse stock split, future issuances of securities, and the Company’s continued listing on Nasdaq. Words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “may,” “should,” “will,” “seeks” and similar expressions identify forward-looking statements. These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the Company’s ability to satisfy the conditions to funding under its financing arrangements; the market price and trading volume of the Class A common stock, which may limit the proceeds available under the equity line of credit; dilution resulting from issuances of Class A common stock; the Company’s ability to maintain compliance with Nasdaq listing requirements, including during the Nasdaq Hearings Panel monitoring period; and those described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on these statements, which speak only as of the date of this release. The Company undertakes no obligation to update any forward-looking statement, except as required by law.

Contacts

Investor Relations
+1 360-464-4478
investor.relations@boxlight.com

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Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 PRESS RELEASE, DATED NOVEMBER 12, 2026 13.0 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB