[8-K] Boxlight Corporation Reports Material Event

Rhea-AI Filing Summary

Boxlight Corporation (Nasdaq: BOXL) filed an 8-K announcing that non-executive director James Mark Elliott, age 72, resigned effective June 16, 2025. The sole purpose of the resignation is to assist the Company in regaining compliance with Nasdaq Rule 5605(b)(1), which mandates that a majority of the Board be independent. The Company confirms there was no disagreement with Mr. Elliott on any operational or policy matters. Management intends to retain him as an advisor and to nominate him for re-election once the independence requirement is met. No financial results, transactions, or other material events were disclosed.

Positive

• Proactive governance action: Voluntary resignation shows management is actively addressing Nasdaq independence requirements, potentially averting listing penalties.
• No operational dispute: Filing confirms the director’s departure is not tied to disagreements, limiting concerns about internal conflict.

Negative

• Continued non-compliance: BOXL still lacks a majority-independent Board, leaving the company exposed to Nasdaq deficiency notices.
• Board continuity risk: Temporary loss of an experienced director until a qualified independent member is appointed.

Insights

Corporate Governance Expert

TL;DR: Director resigns to fix Nasdaq independence gap; compliance still pending, near-term governance risk minimal but must be monitored.

Mr. Elliott’s voluntary resignation is a tactical move to satisfy Nasdaq’s majority-independent Board rule. Because the Board composition issue can trigger delisting notices, taking swift action reduces regulatory pressure. The Company shows good faith by planning to retain Elliott as an advisor, preserving his expertise while freeing an independent seat. However, until a new independent director is appointed, BOXL remains non-compliant, keeping a small governance overhang on the shares. Given the absence of financial implications or strategic shifts, the market impact should be modest.

Risk Analyst

TL;DR: Governance non-compliance acknowledged; corrective step lowers delisting risk but issue unresolved—overall neutral-to-slightly negative.

The filing confirms BOXL is out of step with Nasdaq Rule 5605(b)(1). Elliott’s departure is a corrective measure, yet the Company must still recruit an independent director within the Nasdaq cure period. Failure to do so could escalate to a deficiency notice and potential listing threats. Retaining Elliott as an advisor mitigates operational disruption. Because no financial metrics or business disruptions are mentioned, the fundamental risk profile is unchanged. I assign a neutral rating with a watch for follow-through on board composition.

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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): June 16, 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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 16, 2025, James Mark Elliott, 72, resigned as a non-executive director of Boxlight Corporation (the “Company”), in an effort to help the Company begin to address its non-compliance with Nasdaq Rule 5605(b)(1), which requires that a majority of the Board of Directors of the Company (the “Board”) be comprised of independent directors as defined in Nasdaq listing standards. Accordingly, Mr. Elliott’s resignation did not result from a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company currently intends to retain Mr. Elliott as an advisor to the Board and re-elect Mr. Elliott as a board member once the Company has regained compliance with the Nasdaq listing standards regarding independent directors.

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.

						BOXLIGHT CORPORATION
Dated:			June 23, 2025
						By: /s/ Greg Wiggins
						Name: Greg Wiggins
						Title: Chief Financial Officer

FAQ

Why did Boxlight director James Mark Elliott resign?

To help the Company regain compliance with Nasdaq Rule 5605(b)(1) requiring a majority-independent Board.

Is Boxlight currently in compliance with Nasdaq independence rules?

No. Even after the resignation, BOXL must still appoint enough independent directors to achieve a Board majority.

Did Elliott resign over disagreements with Boxlight management?

The 8-K states there were no disagreements related to operations, policies, or practices.

Will Elliott continue to work with Boxlight?

Yes. The Company plans to retain him as an advisor and seek his re-election after compliance is achieved.

Does the 8-K include any new financial results for BOXL?

No financial statements, earnings data, or transactions were disclosed in this filing.