Boxlight Corp SEC Filings

L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 430,000 shares of Boxlight Corp Class A common stock, representing 7.80% of the class based on 5,512,319 shares outstanding after the referenced offering. The filing states the shares are held with sole voting and dispositive power by the reporting fund. Two directors of the fund, David Feldman and Joel Arber, are named and may be deemed to beneficially own the securities, though they disclaim ownership except to the extent of any pecuniary interest. The filing certifies the shares were not acquired to change control of the issuer.

Boxlight Corp (BOXL) warns of multiple material risks tied to liquidity and listing status. The company states it is not in compliance with Nasdaq minimum stockholders' equity and faces possible delisting on October 6, 2025. It cites continuing going-concern risk, existing defaults under its credit facility and a missed recapitalization milestone that required completion between March 21, 2025 and June 16, 2025 which the Company did not meet. Debt includes substantial variable-rate obligations and the company has a history of operating losses and the need to raise additional capital. Other disclosed risks include potential redemption obligations for Series B and Series C preferred stock, reliance on resellers and suppliers, cybersecurity and export-control compliance, global economic and geopolitical uncertainties, and challenges in international growth. The prospectus supplement also discloses securities that may dilute holders: 6,120 RSU shares, 441,000 warrants at $2.13, 210,723 warrants at $19.39, 4,845 stock options (W.A. exercise $56.18) and 444,566 shares issuable on conversion of Series A, B and C preferred stock. Placement agent fees include a cash fee of 7.0% of gross proceeds plus certain expense reimbursements.

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.

HIC 2, LLC reports it beneficially owns 115,000 shares of Boxlight Corp Class A common stock, representing approximately 4.3% of the class, with sole voting and dispositive power. The reporting person says the position was funded with personal capital and that it previously sought to engage with Boxlight's management on corporate governance matters.

The reporting person has determined to divest its entire position: it has sold or intends to sell the reported shares and plans to exercise remaining warrants to acquire additional Class A shares, which it also intends to sell promptly after exercise. Other than these sales and warrant exercises, no additional plans or proposals regarding the issuer are disclosed.

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.

Peter Andre Fittin Jr. submitted an initial Form 3 reporting his relationship to Boxlight Corp (BOXL) as a Director. The form records the triggering event on 08/09/2025 and explicitly states that no securities are beneficially owned by the reporting person.

Carine S. Clark submitted an initial Form 3 reporting her relationship with Boxlight Corp (BOXL) as a Director. The report notes the event date of 08/09/2025 and states that no securities are beneficially owned by the reporting person. The form is an initial disclosure under Section 16 and confirms there are no listed non-derivative or derivative holdings to report.