[8-K] Boxlight Corp Reports Material Event

Rhea-AI Filing Summary

Boxlight Corporation amended and restated its Inventory Finance Agreement with J.J. ASTOR & CO., increasing the maximum aggregate outstanding financing capacity to $9 million, up by $3 million from the prior limit. The facility allows Boxlight to finance 80% of purchases of certain finished goods from a manufacturer/supplier.

Each advance is due within 90 days and repayable at a rate of $1.0535 per $0.80 advanced. The term runs until November 3, 2026, unless mutually extended or earlier terminated by J.J. Astor. J.J. Astor may elect to convert all or part of amounts owed into Boxlight common stock and can require registration of any such shares for public resale.

The agreement is a related‑party transaction: Michael Pope, Boxlight’s Chairman and former CEO/President, is J.J. Astor’s CEO, and J.J. Astor is beneficially owned by a private investment fund managed by Mr. Pope.

Insights

Credit & Capital Structure Analyst

Short-term inventory financing increased to $9M with equity convert.

Boxlight expanded its inventory financing line to $9 million, covering 80% of qualifying inventory purchases. Advances are short-dated, due in 90 days, and repayable at $1.0535 per $0.80 advanced, indicating a premium for quick-turn working capital. The term runs through November 3, 2026.

The lender, J.J. Astor, has the option to convert amounts owed into common stock and may require registration of those shares for resale. That introduces potential share issuance dependent on lender elections and outstanding balances. The transaction is related-party, with Michael Pope serving as J.J. Astor’s CEO.

Operationally, the facility supports inventory procurement from a designated manufacturer/supplier. Actual effects on cash and equity depend on borrowing utilization, repayment timing, and any conversions elected by J.J. Astor.

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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 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)

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.

As previously reported in its Current Report on Form 8-K filed June 4, 2025, on May 27, 2025, Boxlight Corporation, a Nevada corporation (the “Company”), entered into an Inventory Finance Agreement (the “Agreement”) with J.J. ASTOR & CO., a Utah corporation (“J.J. Astor”). 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.

On November 3, 2025, the Company and J.J. Astor entered into an amendment and restatement of the Agreement (the “Restated Agreement”). Under the Restated Agreement, the Company may finance 80% of the purchase of certain finished goods inventory from one of the Company’s manufacturers and suppliers of such inventory up to an aggregate outstanding amount of $9 million, a $3 million increase from the maximum amount under the original Agreement. Each advance under the Restated Agreement remains payable by the Company within 90 days at a rate of $1.0535 per $0.80 advanced. The term of the Restated Agreement is until November 3, 2026, unless mutually extended or earlier terminated by J.J. Astor.

Under the Restated Agreement, J.J. Astor may elect from time to time to convert all or a portion of the amounts owed by the Company into shares of the Company’s common stock, par value $0.001 per share. J.J. Astor can require the Company to register any such shares for public resale with the Securities & Exchange Commission.

The description of the 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 Restated Agreement, which will be filed, with any confidential terms redacted, as an exhibit to the Company’s next periodic report filed with the Securities & Exchange Commission.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this report is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
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: November 7, 2025

BOXLIGHT CORPORATION

By:	/s/ Ryan Zeek
Name:	Ryan Zeek
Title:	Chief Financial Officer

FAQ

What did BOXL change in its financing with J.J. Astor?

Boxlight increased its inventory financing capacity to $9 million and restated terms allowing 80% purchase financing of certain finished goods.

What are the repayment terms under BOXL’s restated facility?

Each advance is due within 90 days and repayable at $1.0535 per $0.80 advanced.

How long does the restated agreement with J.J. Astor last?

The term runs until November 3, 2026, unless mutually extended or earlier terminated by J.J. Astor.

Can the J.J. Astor loan convert into BOXL equity?

Yes. J.J. Astor may convert all or part of amounts owed into Boxlight common stock and can require registration of those shares for public resale.

Is this a related-party transaction for BOXL?

Yes. Michael Pope, Boxlight’s Chairman and former CEO/President, is J.J. Astor’s CEO, and J.J. Astor is beneficially owned by a fund managed by him.

What purchases does the facility finance for BOXL?

It finances 80% of the purchase price of certain finished goods inventory from one of Boxlight’s manufacturers/suppliers.