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  4. [8-K] Boxlight Corp Reports Material Event

Boxlight (NASDAQ: BOXL) warned of Nasdaq delisting, weighs 20%+ private issuance

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

Rhea-AI Filing Summary

Boxlight Corporation received a Nasdaq delisting notice after falling below the $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b). The company’s securities are subject to suspension and delisting unless it successfully appeals.

Boxlight plans to request a hearing before a Nasdaq Hearings Panel, which will temporarily stay any suspension or delisting while the panel reviews its plan to regain compliance. The company notes there is no assurance the panel will grant continued listing or that it can meet the required equity level in time.

At a stockholder meeting on June 2, 2026, investors approved the potential issuance of Class A Common Stock, or related securities, in an amount equal to 20% or more of shares outstanding in a non-public transaction or series of transactions. Boxlight is exploring financing and other alternatives aimed at restoring and sustaining compliance with Nasdaq’s listing standards.

Positive

  • None.

Negative

  • Nasdaq delisting risk: Boxlight’s stockholders’ equity is below the $2.5 million minimum under Nasdaq Listing Rule 5550(b), and its securities are subject to potential suspension and delisting if it cannot convince a Nasdaq Hearings Panel and restore compliance.
  • Potential dilution from large private financing: Stockholders have authorized issuance of Class A Common Stock and related securities equal to 20% or more of shares outstanding in a non-public transaction, which could significantly dilute existing investors if used to rebuild equity.

Insights

Nasdaq delisting risk and likely dilutive financing weigh on Boxlight.

Boxlight has been notified that its stockholders’ equity is below the $2.5 million minimum required by Nasdaq Listing Rule 5550(b). This triggers potential suspension and delisting from The Nasdaq Capital Market unless the company persuades a Nasdaq Hearings Panel to grant continued listing.

The company plans to request a hearing and present a compliance plan, but explicitly notes there is no assurance of a favorable outcome. At the June 2, 2026 stockholder meeting, it obtained approval to issue Class A Common Stock or related securities equal to at least 20% of outstanding shares in a non-public transaction.

This approval gives Boxlight flexibility to pursue sizable financing or recapitalization transactions as it tries to rebuild equity and satisfy listing standards. However, any large equity issuance in a non-public deal could be meaningfully dilutive to existing holders, and the timing and terms of any financing remain uncertain based on the provided information.

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.
Nasdaq equity requirement $2.5 million stockholders’ equity Minimum for continued listing under Nasdaq Listing Rule 5550(b)
Authorized potential issuance 20% or more of outstanding Class A shares Shareholder-approved non-public transaction capacity as of June 2, 2026
Nasdaq Listing Rule 5550(b) regulatory
"non-compliance with the $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)"
A Nasdaq listing rule that requires companies on the Nasdaq Capital Market to keep their share price at or above a minimum level (commonly $1.00 per share) to avoid delisting. It matters to investors because dropping below that threshold can start a formal review that may remove a stock from the exchange, which can reduce trading liquidity, make shares harder to sell, and hurt a company’s ability to raise capital — similar to a store losing its grade and being forced to close or move to a less prominent location.
stockholders’ equity financial
"non-compliance with the $2.5 million stockholders’ equity requirement for continued listing"
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.
continued listing requirements regulatory
"the Company’s ability to regain and maintain compliance with Nasdaq’s continued listing requirements"
Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.
non-public transaction financial
"in connection with a non-public transaction or series of transactions"
forward-looking statements regulatory
"contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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Understanding 8-K Material Events →
0001624512false00016245122026-07-022026-07-02

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): July 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 shareBOXLThe 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 July 1, 2026, Boxlight Corporation (the “Company”) received written notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, based upon the Company’s non-compliance with the $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b) (the “Rule”), the Company’s securities were subject to suspension and delisting unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company plans to timely submit its request for a hearing before the Panel, which request will stay any further suspension or delisting action by Nasdaq at least pending the conclusion of the hearing and the expiration of any extension the Panel may grant to the Company following the hearing.
At the hearing, the Company will present its plan to evidence compliance with the Rule and request an extension of time to do so. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to demonstrate compliance with the applicable Nasdaq listing criteria within any extension period that may be granted by the Panel.
At its annual meeting of stockholders held on June 2, 2026, the Company obtained the approval of its stockholders for the potential issuance of shares of its Class A Common Stock and/or securities convertible into or exercisable for Class A Common Stock in an amount equal to 20% or more of the Company’s outstanding Class A Common Stock in connection with a non-public transaction or series of transactions. The Company is currently exploring potential financing and other alternatives that would enable it to regain and sustain compliance with the Rule.

Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies, and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “seek,” “intend,” “plan,” “estimate,” “anticipate,” or other comparable terms. Forward-looking statements in this report include, without limitation, statements regarding the Company’s intention to timely request a hearing before the Panel to appeal Staff’s determination, the outcome of any such hearing, the Company’s ability to regain and maintain compliance with Nasdaq’s continued listing requirements, and the possibly entry by the Company into a definitive agreement with respect to a financing transaction. These forward-looking statements are subject to risks, uncertainties, and assumptions that could cause actual results to differ materially from those expressed in such forward-looking statements, including, without limitation: whether the Company timely requests a hearing before the Panel; the outcome of any hearing before the Panel and whether the Panel grants the Company’s request for continued listing; the Company’s ability to regain and sustain compliance with Nasdaq’s continued listing requirements; whether the Company enters into a definitive agreement with respect to a financing, and the timing and terms of any such financing. The Company undertakes no obligation to update any forward-looking statement to reflect events after the date of this report or to reflect the occurrence of unanticipated events, except as may be required by applicable law.

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: July 2, 2026
By: /s/ Ryan Zeek
 Name: Ryan Zeek
Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

Why did Boxlight (BOXL) receive a Nasdaq delisting notice?

Boxlight received a Nasdaq delisting notice because its stockholders’ equity fell below the $2.5 million minimum required under Nasdaq Listing Rule 5550(b). This non-compliance makes its securities subject to potential suspension and delisting from The Nasdaq Capital Market.

What actions is Boxlight (BOXL) taking in response to the Nasdaq notice?

Boxlight plans to timely request a hearing before a Nasdaq Hearings Panel, which will stay suspension or delisting while the case is reviewed. At the hearing, Boxlight intends to present a plan to regain compliance with the stockholders’ equity requirement and seek an extension.

Is there any guarantee Boxlight (BOXL) will remain listed on Nasdaq?

There is no guarantee Boxlight will remain listed. The company explicitly states there can be no assurance the Nasdaq Hearings Panel will grant its request for continued listing or that it will demonstrate compliance with Nasdaq’s equity requirement within any extension period granted.

What did Boxlight (BOXL) shareholders approve regarding potential share issuances?

At the June 2, 2026 annual meeting, Boxlight shareholders approved potential issuance of Class A Common Stock and related securities equal to 20% or more of outstanding Class A shares in connection with a non-public transaction or series of transactions, giving flexibility for sizable financing.

How might Boxlight (BOXL) try to regain compliance with Nasdaq rules?

Boxlight is exploring financing and other alternatives intended to restore and sustain compliance with Nasdaq’s stockholders’ equity requirement. The shareholder approval for a potential 20%-or-greater non-public issuance provides scope for equity or convertible financing aimed at rebuilding its equity base.

What risks does Boxlight (BOXL) highlight in its forward-looking statements?

Boxlight notes risks that it may not timely request a hearing, may not obtain a favorable decision from the Nasdaq panel, may fail to regain or sustain compliance with listing requirements, and may not enter, or may delay entering, a definitive financing agreement on acceptable timing and terms.

Filing Exhibits & Attachments

3 documents

Other Documents