Boxlight Corporation 8-K Filings

Boxlight Corporation reported second quarter 2026 revenue of $25.9 million, down 16.0% from the prior-year quarter, mainly from lower audio product sales during a transition to its new Symphonic line. Despite the revenue decline, gross margin improved to 49.8% from 35.0%, largely due to $2.8 million of tariff refunds recorded as a reduction of cost of revenues.

The company generated net income of $0.5 million versus a $4.7 million loss a year earlier, and Adjusted EBITDA rose to $4.1 million from $1.3 million. For the first six months of 2026, revenue was $48.4 million, down 9.2%, with a net loss attributable to common shareholders of $(6.7) million and negative EBITDA of $0.8 million. As of June 30, 2026, Boxlight held $4.3 million in cash, $34.1 million in debt, negative working capital of $(4.0) million, and stockholders’ deficit of $(1.4) million. The company was out of compliance with certain covenants under its WhiteHawk Credit Agreement but obtained a limited forbearance and subsequently raised $4.8 million of equity, using part of the proceeds to repay $2.25 million of principal and regaining compliance with Nasdaq’s minimum stockholders’ equity requirement.

Boxlight Corporation entered into several financing arrangements centered on a private placement of 937,500 shares of newly created Series D Convertible Preferred Stock at $8.00 per share, each with a $10.00 stated value reflecting a 20% original issue discount. The preferred shares are issued in two tranches: $5.5 million at closing and an additional $2.0 million contingent on effectiveness of a resale registration statement and receipt of required stockholder approvals, including for conversion above 19.99% of outstanding common, an increase in authorized Class A common, and a reverse split of up to 500:1. Boxlight also entered into a separate Equity Purchase Agreement establishing a $15.0 million equity line over 36 months, allowing sales of common stock at 95% of market price through Regular and Intraday Puts, subject to volume and ownership limits. Related agreements provide registration rights with 5% liquidated damages and 18% interest for registration failures, 180‑day lock‑ups for insiders, large share reserves, and optional pre‑funded warrants at a $0.0001 exercise price. Boxlight states that, after these transactions, it believes its stockholders’ equity exceeds Nasdaq’s $2.5 million continued listing requirement.

Boxlight Corporation reported that Ryan Zeek notified its board on July 30, 2026 of his voluntary resignation as chief financial officer, effective August 17, 2026. He will continue as CFO through that date and provide transition support outside regular business hours through September 30, 2026. The company states his resignation is not due to any disagreement regarding operations, policies, or practices, and his departure is governed by his October 8, 2025 employment agreement.

In connection with this change, the board appointed Jennifer Grabow, 39, as interim chief financial officer effective August 16, 2026, serving until a permanent successor is named. Grabow previously served as the company’s controller from 2021 to 2025, after six and a half years in KPMG LLP’s audit practice, and is a CPA. Under an Appointment Agreement dated August 3, 2026, she will oversee day-to-day accounting and finance, receive a $210,000 annual salary paid semi-monthly, and be eligible for a quarterly performance-based bonus equal to 25% annually (6.25% quarterly) at target, plus standard senior-staff benefits. Her employment is at will, and the Appointment Agreement is filed as an exhibit. The company notes she has no family relationships with directors or executive officers and no related-party transactions requiring disclosure.

Boxlight Corporation obtained shareholder approval at its reconvened annual meeting on July 23, 2026 to amend its Articles of Incorporation and increase the number of authorized shares of Class A common stock to 55,000,000. There were 667,057 votes eligible to be cast and 324,660 votes present in person or by proxy, representing approximately 48.7% of eligible votes. The proposal passed with 254,931 votes for, 69,424 against and 305 abstentions, with no broker non-votes. On July 27, 2026, the company filed a Certificate of Amendment with the Nevada Secretary of State to effect the increase, and on July 28, 2026 issued a press release describing the results.

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.

Boxlight Corporation has implemented a 1-for-6 reverse stock split of its Class A common stock, effective at 9:30 a.m. Eastern Time on June 22, 2026. The stock now trades on a reverse split-adjusted basis on Nasdaq under the symbol BOXL with a new CUSIP 103197505.

The reverse split is intended to increase the closing bid price above $1.00 per share and help manage compliance with Nasdaq Listing Rule 5550(a)(2). Authorized Class A shares are proportionally reduced from 4,166,667 to 694,445, while authorized Class B and preferred shares are unchanged.

No fractional shares are issued; any fractional position is rounded up to one whole share. Equity awards, warrants and convertible preferred stock are adjusted proportionately so that each represents one-sixth the prior number of Class A shares, with corresponding price and conversion-factor changes. Under Nevada law, the board was able to approve the transaction without stockholder approval.

Boxlight Corporation reported results of its 2026 annual shareholder meeting and the partial adjournment of that meeting. Shareholders elected five directors to serve until the 2027 annual meeting and ratified Cherry Bekaert LLP as independent auditor for the year ending December 31, 2026.

Shareholders also approved a proposal, as required by Nasdaq Marketplace Listing Rule 5635(d), allowing potential future issuance of Class A common stock and/or convertible or exercisable securities equal to 20% or more of current Class A shares in one or more non‑public transactions. A separate proposal to amend the Articles of Incorporation to increase authorized Class A common stock from 4,166,667 to 55,000,000 received a majority of votes cast but did not reach the required majority of the total voting power outstanding.

Because of this, the meeting was adjourned solely for that proposal and will reconvene on July 7, 2026, at 12:30 p.m. Eastern Time. There were 4,001,707 votes outstanding and eligible, with 1,954,314 votes present in person or by proxy, representing 48.84% of eligible votes.

Boxlight Corporation reported flat Q1 2026 revenue of $22.4 million, up 0.1% from a year earlier, but significantly weaker profitability. Gross margin fell to 30.9% from 35.9%, and net loss widened to $6.5 million from $3.2 million. Adjusted EBITDA swung from a $0.6 million gain to a $2.8 million loss.

The company ended March 31, 2026 with $6.9 million in cash, $25.3 million in working capital and $34.1 million in debt. Boxlight was not in compliance with borrowing base and Minimum Consolidated Adjusted EBITDA covenants under its Whitehawk Credit Agreement, and lenders granted a limited forbearance for the March and April 2026 periods. Management highlighted cost-structure actions and the launch of the FrontRow Symphony campus communication platform as strategic steps amid industry pricing pressure and tariff-related cost impacts.

Boxlight Corporation received a Nasdaq notice that its stockholders’ equity no longer meets the minimum requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 of stockholders’ equity, while Boxlight reported $1,255,000 in its Form 10-K for the period ending December 31, 2025.

The company’s shares continue to trade on Nasdaq while it works to regain compliance. Boxlight has until June 4, 2026 to submit a plan to Nasdaq, which may grant up to 180 days from the notice date to demonstrate compliance. If its plan is not accepted or it cannot regain compliance in time, the stock could face delisting, though Boxlight would be able to appeal any such decision to a Nasdaq Hearings Panel.

Boxlight Corporation reported mixed results for Q4 and full year 2025. Fourth quarter revenue rose to $26.6 million, up 11.0% from the prior-year quarter, driven by higher sales in the Americas, while the quarterly net loss narrowed to $(9.7) million from $(16.7) million. However, gross margin in Q4 fell to 23.5% from 30.6%, pressured by pricing competition, higher tariffs, and $1.1 million of non-recurring inventory obsolescence charges.

For 2025, revenue declined 19.6% to $109.2 million as global demand for interactive flat-panel displays weakened and pricing pressure increased. Full-year net loss attributable to common shareholders improved to $(25.1) million from $(29.6) million, but Adjusted EBITDA swung from a $4.3 million profit in 2024 to a $(3.5) million loss in 2025. At year-end, Boxlight held $9.4 million in cash, $26.6 million in working capital, and $34.2 million of debt, and total stockholders’ equity was $1.3 million.

The company amended its credit agreement in December 2025, extending the term loan maturity to April 1, 2027, suspending amortization through June 30, 2026, and adding a minimum Consolidated Adjusted EBITDA covenant starting with the period ending March 31, 2026. Boxlight disclosed that it was not in compliance with a borrowing base covenant after year-end but obtained a waiver on March 27, 2026. An inventory finance arrangement with J.J. Astor & Co. allowed up to $9.0 million of inventory funding; $3.7 million was outstanding at December 31, 2025, and on April 1, 2026, $556,200 of this balance was converted into 600,000 common shares at $0.927 per share, with a cash top-up obligation if sale proceeds are below that amount. Management highlighted ongoing cost-alignment efforts, continued R&D investment, and the launch of the FrontRow Symphony™ communication platform as key elements of its 2026 strategy.

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.

Boxlight Corporation reported that its previously announced Chief Executive Officer and director, Dale Strang, has resigned. His departure from the Board means a majority of Boxlight’s directors are now independent, which brings the company back into compliance with the Nasdaq requirement for a majority independent board of directors.

Boxlight Corporation is undergoing a planned leadership transition as Executive VP and General Manager of the Americas, Jens Holstebro, will step down effective January 27, 2026. His departure is treated as a termination without cause under his employment agreement dated February 26, 2024.

Holstebro will receive accrued salary, any earned but unpaid bonuses, unused paid time off, expense reimbursements and legally required benefits. He is also eligible for severance of 12 months of current base salary, company contributions toward COBRA health coverage for up to 12 months, and any earned portion of his long-term cash incentive bonus. Under his long-term incentive plan for the July 1, 2025–June 30, 2026 performance period, the amount is expected to be no less than approximately $25,000, subject to executing a release and to tax rules under Sections 409A, 280G and 4999 of the Internal Revenue Code.

Boxlight Corporation reported that director Rudolph Crew, 75, resigned from its board on December 11, 2025 for personal reasons, and his departure did not stem from any disagreement over the company’s operations, policies, or practices. Because he was an independent director, his resignation leaves Boxlight out of compliance with Nasdaq Capital Market Rule 5605(b)(1), which requires a majority of the board to be independent under Nasdaq listing standards. Under Rule 5605(b)(1)(A), the company has 180 days from his resignation, until June 9, 2026, to restore a majority of independent directors and regain compliance.

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.

Boxlight Corporation reported preliminary results for the quarter and nine months ended September 30, 2025. For Q3, revenue was $29.3 million, gross profit was $8.5 million, gross margin was 29.1%, and net loss was $6.2 million. As of September 30, 2025, cash and cash equivalents were $11.8 million and total debt was $36.7 million.

For the nine-month period, revenue was $82.6 million, gross profit was $27.4 million, and gross margin was 33.1%, with a net loss of $14.1 million. The company noted these figures are unaudited and prepared by management, intended for incorporation by reference into active registration statements, and may differ from the upcoming Form 10-Q.

Boxlight Corporation entered a sales agreement with A.G.P./Alliance Global Partners to establish an at-the-market offering program for up to $4,800,000 of its Class A common stock. Under this arrangement, A.G.P. may act as sales agent or principal to sell shares from time to time as permitted by law. The company is not obligated to sell shares and can suspend offers at any time. Sales will be made pursuant to Boxlight’s effective Form S-3 shelf and an accompanying prospectus supplement.

The agent will receive a 3.00% commission on gross proceeds from any sales. Boxlight agreed to reimburse reasonable documented expenses up to $60,000, plus up to $5,000 per calendar quarter at each representation date, and up to $20,000 for each ATM program refresh. The program ends upon selling the full $4.8 million amount, shelf expiration under Rule 415(a)(5), or termination by the parties.

Boxlight (BOXL) appointed Ryan Zeek as Chief Financial Officer, effective October 8, 2025. His compensation includes a $260,000 annual base salary and eligibility for a quarterly performance-based bonus with a total annualized value of $106,000 for on-target performance. He may also participate in the executive equity incentive plan and standard employee benefits.

The employment agreement allows either party to terminate with 60 days’ notice, or immediately for cause. If terminated without cause, Zeek is eligible for six months of base salary as severance plus any earned but unpaid quarterly bonus, subject to a release. The agreement includes confidentiality obligations and two-year non-compete, non-solicitation, and non-disparagement covenants. The company states there are no disclosable related-party relationships.

Boxlight Corporation reported that Nasdaq has confirmed the company has regained compliance with multiple listing standards, including minimum stockholders’ equity, independent director, and audit committee requirements. Nasdaq noted it will continue to monitor compliance with the equity standard and the company could face delisting if it is not in compliance at its next periodic report.

Boxlight previously outlined steps supporting compliance with the equity rule, including shareholder approval to increase authorized Class A common shares to 25,000,000, a Class A common stock offering that raised $4.0 million in gross proceeds, and warrant exercises providing $1.9 million in gross proceeds. The company also entered an agreement to modify its Series B Preferred Stock terms that it believes permits classification as permanent equity, and holders converted Series C Preferred Stock into common shares. The board determined that director Carine Clark meets the audit committee financial sophistication requirement.

Boxlight Corporation outlines recent steps it believes bring it back into compliance with Nasdaq listing standards. The company estimates it now has at least $2.5M of stockholders’ equity, the minimum required under Nasdaq Listing Rule 5550(b), after several balance sheet actions and awaits Nasdaq’s formal confirmation.

Shareholders approved increasing authorized Class A common stock to 25,000,000 shares, enabling capital raises and preferred conversions. On September 24, 2025, Boxlight completed a Class A common stock offering that generated $4.0M in gross proceeds, and holders of 882,000 common warrants recently exercised at $2.13 per share, adding another $1.9M in gross proceeds.

On October 3, 2025, the company agreed to modify its Series B Preferred Stock to remove certain redemption features and to have 1,320,850 shares of Series C Preferred Stock convert into 194,843 Class A shares, supporting reclassification of Series B from temporary to permanent equity. Boxlight also reports regaining compliance with Nasdaq board independence and audit committee financial expertise rules and believes it is currently meeting Nasdaq’s overall listing standards.

Boxlight Corporation reported it entered into a material agreement with all holders of its Series B and Series C Preferred Stock. The filing lists an Agreement effective October 1, 2025 and an Amendment to the Certificate of Designation for Series B Preferred Stock effective October 2, 2025. The 8-K identifies those documents as Exhibits 10.1 (the Agreement) and 3.1 (the Amendment) and confirms the filing includes the Inline XBRL cover page as Exhibit 104.

The disclosure does not provide the terms, economic impact, or changes to conversion, voting, or liquidation rights within the body text. The report is signed by Brian Lane, Interim Chief Financial Officer. No financial statements, financial amounts, or forward-looking metrics are disclosed in the provided text.

Boxlight Corp entered into a Placement Agency Agreement with A.G.P./Alliance Global Partners and a Securities Purchase Agreement with certain purchasers to sell 1,333,333 shares of its Class A common stock in a registered direct offering at a public offering price of $3.00 per share, representing gross proceeds of $4,000,000. The filing also includes related documents such as the placement agency agreement, form of securities purchase agreement, legal opinion and a press release dated September 23, 2025 announcing the pricing.

The company agreed to restrictions on certain filings and statements but may, beginning five days after closing, enter an at-the-market offering facility with the placement agent and file a related prospectus supplement to conduct ATM sales. Exhibits include legal opinions and consents from Kilpatrick Townsend & Stockton LLP and the pricing press release.

Boxlight Corporation notified that it dismissed its independent auditor, Forvis Mazars, LLP, effective September 17, 2025, a decision made by the Audit Committee. Forvis's audit reports for fiscal years ended December 31, 2023 and December 31, 2024 contained no adverse or qualified opinions but did include an expression of substantial doubt about the Company's ability to continue as a going concern. The Company reported no disagreements or reportable events with Forvis during the two most recent fiscal years and the interim period through the dismissal date. The Audit Committee engaged Cherry Bekaert LLP on September 17, 2025 to serve as the new independent registered public accounting firm for the year ending December 31, 2025. The Company disclosed that it had not consulted Cherry Bekaert on accounting matters during the two prior fiscal years and interim period.

Boxlight Corporation filed a current report to share that it has released its second quarter 2025 financial results. On August 13, 2025, the company issued a press release detailing these results, which is included as Exhibit 99.1 and incorporated by reference. The report clarifies that this information is being furnished under a results of operations and financial condition item and is not considered filed for liability purposes under the securities laws unless specifically incorporated into other filings.

Boxlight Corporation held its 2025 annual meeting on August 8, 2025 where shareholders representing 1,626,775 votes (or 61.38% of the 2,649,936 eligible votes) were present in person or by proxy. Shareholders elected all four director nominees, though several nominees received substantial withheld votes and there were 723,699 broker non-votes. The meeting also ratified FORVIS MAZARS, LLP as the independent auditor for the fiscal year ending December 31, 2025, approved the advisory executive compensation vote, and approved an amendment increasing authorized Class A shares from 3,750,000 to 25,000,000, expanding the company’s capacity to issue additional shares.

Boxlight Corporation (NASDAQ: BOXL) filed a Form 8-K announcing that Chief Financial Officer Greg Wiggins has submitted his resignation effective July 18, 2025. According to the filing, Wiggins is leaving to pursue another opportunity and there is no disagreement with the company regarding operations, policies, or practices. He will remain in his role until the effective date to assist with transition planning. No successor has been named and the report contains no additional financial data or strategic updates.

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.