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Boxlight (NASDAQ: BOXL) swaps $556K debt for 600K shares with protection

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

Rhea-AI Filing Summary

Boxlight Corporation amended its inventory finance agreement with J.J. Astor on April 1, 2026, converting $556,200 of outstanding balance into 600,000 shares of common stock at a conversion price of $0.927 per share. The parties also agreed to a “Proceeds Protection” feature, under which Boxlight must pay J.J. Astor any shortfall in cash within five Trading Days if aggregate sale proceeds from the 600,000 conversion shares are below $556,200. The filing notes that Michael Pope, the company’s chairman and former president and chief executive officer, is chief executive officer of J.J. Astor, and that J.J. Astor is beneficially owned by a private investment fund managed by Mr. Pope.

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Insights

Boxlight converts inventory financing into equity with a proceeds backstop and related-party ties.

Boxlight converted $556,200 under its inventory finance agreement into 600,000 common shares at $0.927 per share. This reduces the specified debt balance while increasing the company’s equity base through newly issued stock to creditor J.J. Astor.

The “Proceeds Protection” term requires Boxlight to make up any difference in cash if sales of the 600,000 shares yield less than $556,200, payable within five Trading Days. This limits market risk for J.J. Astor but preserves some potential cash obligation for Boxlight if the stock trades below the conversion price.

The arrangement involves a related party: chairman and former chief executive officer Michael Pope leads J.J. Astor, which is beneficially owned by a fund he manages. That makes the economic terms and governance oversight of this conversion and protection feature especially relevant for assessing alignment between insiders and other shareholders.

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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Debt converted $556,200 Outstanding balance converted into equity under amended agreement
Conversion shares 600,000 shares Common stock issued to J.J. Astor
Conversion price $0.927 per share Price used to convert $556,200 into 600,000 shares
Proceeds protection threshold $556,200 Minimum aggregate proceeds J.J. Astor must receive from share sales
Shortfall payment timing 5 Trading Days Deadline for Boxlight to pay any proceeds shortfall in cash
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Amended and Restated Agreement financial
"as so amended through the date hereof, the “Amended and Restated Agreement”"
Conversion Shares financial
"$556,200 of the outstanding balance was converted into 600,000 shares of common stock (the “Conversion Shares”)"
Conversion Price financial
"at a conversion price of $0.927 per share (the “Conversion Price”)."
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
Proceeds Protection financial
"“Proceeds Protection” means the Company’s obligation to ensure aggregate proceeds of at least $556,200"
beneficially owned financial
"J.J. Astor is beneficially owned, directly or indirectly, by a private investment fund"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Understanding 8-K Material Events →
0001624512false00016245122026-04-072026-04-07

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 1, 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
Class A Common Stock, par value $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 1.01 Entry into a Material Definitive Agreement.
On April 1, 2026, Boxlight Corporation, a Nevada corporation (the “Company”) entered into an amendment to that certain inventory finance agreement, dated May 27, 2025, as amended and restated on November 7, 2025, (as so amended through the date hereof, the “Amended and Restated Agreement”) with J.J. Astor & Co., a Utah corporation (“J.J. Astor”). Pursuant to the terms of the Amended and Restated Agreement, $556,200 of the outstanding balance was converted into 600,000 shares of common stock (the “Conversion Shares”) at a conversion price of $0.927 per share (the “Conversion Price”). Further, the parties agreed that, if the aggregate proceeds from the sale of the Conversion Shares are less than $556,200, the Company shall pay the shortfall in cash within five (5) Trading Days. “Proceeds Protection” means the Company’s obligation to ensure aggregate proceeds of at least $556,200 are received by J.J. Astor from the sale of 600,000 Conversion Shares. Michael Pope, Chairman of the Company’s Board of Directors, and its former president and chief executive officer, is the chief executive officer of J.J. Astor. J.J. Astor is beneficially owned, directly or indirectly, by a private investment fund managed by Mr. Pope.

The description of the Amended and Restated Agreement set forth in this Item 1.01 is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated Agreement, which will be filed herein, with any confidential terms redacted, as Exhibit 10.1.





Item 9.01    Financial Statements and Exhibits.
Exhibit No.Description
10.1
Amended and Restated Agreement between the Company and J.J. Astor dated April 1, 2026
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 7, 2026
By: /s/ Ryan Zeek
 Name: Ryan Zeek
Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Boxlight (BOXL) change in its agreement with J.J. Astor?

Boxlight amended its inventory finance agreement with J.J. Astor, converting $556,200 of outstanding balance into 600,000 common shares. The deal also adds a proceeds protection feature that can require Boxlight to pay cash if share-sale proceeds fall short.

How many Boxlight (BOXL) shares were issued in the debt conversion?

The amendment converts $556,200 of obligation into 600,000 shares of Boxlight common stock. These conversion shares were issued at a stated conversion price of $0.927 per share under the amended and restated inventory finance agreement.

What is the Proceeds Protection in Boxlight’s deal with J.J. Astor?

Proceeds Protection means Boxlight must ensure J.J. Astor receives at least $556,200 from selling the 600,000 conversion shares. If total sale proceeds are lower, Boxlight must pay the shortfall in cash within five Trading Days.

What SEC item does Boxlight’s April 2026 filing relate to?

The filing falls under Item 1.01 Entry into a Material Definitive Agreement. It describes the amended and restated inventory finance agreement with J.J. Astor and the terms of the debt-to-equity conversion and proceeds protection provision.

Filing Exhibits & Attachments

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Agreements & Contracts

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