Boxlight Corp S-1, filed Sep 22, 2026
Boxlight Corp (BOXL)
Boxlight Corporation is registering 47,112,385 Class A common shares for resale by selling stockholders; it will receive no resale proceeds but may receive up to $15,000,000 through sales to Secure Net Capital LLC. AI summary
As filed with the Securities and Exchange Commission on September 22, 2026.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| BOXLIGHT CORPORATION |
| (Exact name of registrant as specified in its charter) |
| Nevada | 8211 | 34-4794936 | ||
| (State
or Other jurisdiction of incorporation or organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification Number) |
Michael Pope
Executive Chairman
2750 Premiere Pkwy #900
Duluth, Georgia 30097
(678) 367-0809
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Copies to:
Joseph M. Lucosky, Esq.
Edward Welch, Esq.
Lucosky Brookman LLP
101 Wood Avenue South, 5th Floor
Woodbridge, New Jersey 08830
(732) 395-4400
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED SEPTEMBER 22, 2026
PRELIMINARY PROSPECTUS
BOXLIGHT CORPORATION
47,112,385 Shares of Common Stock offered by the Selling Stockholders
This prospectus relates to the offering and resale by the selling stockholders identified herein (the “Selling Stockholders”) of up to 47,112,385 shares of Class A common stock, $0.0001 par value per share (the “Common Stock”), of Boxlight Corporation (the “Company”), consisting of: (i) 30,438,310 shares of Common Stock issuable, representing 200% of the shares currently issuable, upon conversion of 937,500 shares of the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), assuming conversion at the Adjusted Floor Price (as defined in the Certificate of Designation of Series D Convertible Preferred Stock) as of August 31, 2026, issued in a private placement to certain accredited investors pursuant to a securities purchase agreement dated August 5, 2026 (the “Securities Purchase Agreement”); (ii) 15,243,507 shares of Common Stock issued or issuable to Secure Net Capital LLC pursuant to an equity purchase agreement dated August 5, 2026 (the “Equity Purchase Agreement”), providing for purchases of up to $15,000,000 of Common Stock over a 36-month commitment period, including commitment fee shares and any true-up shares (the “True-Up Commitment Shares”) issuable thereunder; and (iii) 1,430,568 shares of Common Stock issued or issuable to J.J. Astor & Co. (“J.J. Astor”) upon conversion of amounts owed under our inventory finance agreement with J.J. Astor dated May 27, 2025, as amended and restated on November 3, 2025 and as further amended on April 1, 2026 (the “Inventory Finance Agreement”). The purchase price for shares sold pursuant to regular puts under the Equity Purchase Agreement equals 95% of the lowest daily volume weighted average price (“VWAP”) of the Common Stock during the applicable pricing period following delivery of a regular put notice. The purchase price for shares sold pursuant to intraday puts shall be equal to 95% of the lowest traded price of the Common Stock during the applicable intraday pricing period. A regular put notice is deemed withdrawn if the closing price on the put date is less than $1.00 per share (unless the Investor waives that condition), and the Investor’s beneficial ownership is limited to 4.99% of the outstanding Common Stock, which may be increased to not more than 9.99% upon not less than 61 days’ prior written notice by the Investor.
The Preferred Stock was issued at a purchase price of $8.00 per share (reflecting a 20% original issue discount to a $10.00 stated value) for aggregate gross proceeds of $7,500,000. The Preferred Stock is convertible into Common Stock at a conversion price equal to the greater of (x) the Adjusted Floor Price or (y) 80% of the lowest closing price over the five trading days immediately preceding conversion.
We are registering the resale of these shares as required by a registration rights agreement dated August 5, 2026 (the “Registration Rights Agreement”). We will not receive any proceeds from the resale of shares by the Selling Stockholders. We may receive proceeds of up to $15,000,000 from sales of Common Stock to Secure Net Capital LLC under the Equity Purchase Agreement, which we intend to use for general corporate purposes, and working capital, and the repayment of outstanding indebtedness.
The Selling Stockholders may from time to time sell, transfer or otherwise dispose of any or all of the Shares in a number of different ways, at either prevailing market prices or at privately negotiated prices. See “Plan of Distribution” beginning on page 36 of this prospectus for more information.
The Selling Stockholders may offer all or part of the Shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices.
Our Common Stock is listed and traded under the symbol “BOXL” on the Nasdaq Capital Market. On September 18, 2026, the closing price of our Common Stock on the Nasdaq Capital Market was $4.42.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.
You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is September 22, 2026.
TABLE OF CONTENTS
You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that information contained in this prospectus is correct as of any time after its date.
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We incorporate by reference important information into this prospectus. You may obtain the information incorporated by reference without charge by following the instructions under “Where You Can Find More Information.” You should carefully read this prospectus as well as additional information described under “Incorporation of Certain Documents by Reference,” before deciding to invest in our securities.
We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.
The information incorporated by reference or provided in this prospectus contains statistical data and estimates, including those relating to market size and competitive position of the markets in which we participate, that we obtained from our own internal estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable. While we believe our internal company research is reliable and the definitions of our market and industry are appropriate, neither this research nor these definitions have been verified by any independent source.
For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States.
This prospectus and the information incorporated by reference into this prospectus contain references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus and the information incorporated by reference into this prospectus, including logos, artwork, and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other company.
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This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our Common Stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our Common Stock, you should read the entire prospectus carefully, including “Risk Factors” beginning on page 6 and the financial statements incorporated by reference in this prospectus.
In this prospectus, unless otherwise noted, the terms “our Company,” “Boxlight” “we,” “us,” and “our” refer to Boxlight Corporation and its subsidiaries.
COMPANY OVERVIEW
We are a technology company that is seeking to become a world-wide leading innovator and integrator of interactive products and software for schools, education, business, and government interactive spaces. We currently design, produce and distribute interactive displays, collaboration software, campus communication solutions, supporting accessories and professional services. We also distribute science, technology, engineering, and math (or “STEM”) products, including a robotics and coding system, 3D printing solution and portable science lab. The Company’s products are integrated into its software suite that provides tools for presentation creation and delivery, assessment, collaboration, and communication.
Each of our operating segments are primarily engaged in the sale of education technology products and services in the education market but which are also sold into the health, government and corporate sectors and derive a majority of their revenues from the sale of flat-panel displays, audio and other hardware accessory products, software solutions and professional services. Generally, our displays produce higher net operating revenues but lower gross profit margins than our accessory solutions and professional services.
To date, we have generated substantially all of the Company’s revenue from the sale of hardware (primarily consisting of interactive displays and audio products) and software to the educational market in the United States and Europe.
CORPORATE HISTORY AND INFORMATION
Boxlight Corporation was incorporated on September 18, 2014 and we are a Nevada corporation. Our principal executive/administrative offices are located at 2750 Premiere Parkway, Suite 900, Duluth, Georgia 30097, and our telephone number is 678-367-0809. Our website address is https://www.boxlight.com. Information on or accessed through our website is not incorporated into this prospectus and is not a part of this prospectus.
RECENT DEVELOPMENTS
Private Placement of Series D Convertible Preferred Stock; Equity Purchase Agreement
Securities Purchase Agreement
On August 5, 2026, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain purchasers identified on the signature pages thereto, pursuant to which we agreed to issue and sell an aggregate of 937,500 shares of our newly designated Series D Convertible Preferred Stock (the “Series D Preferred Stock”) at a purchase price of $8.00 per share, for aggregate gross proceeds of $7,500,000. Each share of Series D Preferred Stock has a stated value of $10.00 (the “Stated Value”), reflecting a 20% original issue discount to the purchase price.
The offering was structured in two tranches: (i) Tranche one, consisting of the issuance of 687,500 shares for aggregate proceeds of $5,500,000, which was funded at the initial closing of the private placement (the “Private Placement”) on August 6, 2026, and (ii) Tranche two, consisting of the issuance of 250,000 shares for aggregate proceeds of $2,000,000, which is payable upon, and subject to, the effectiveness of this registration statement covering the resale of the shares of Class A common stock (the “Common Stock”) issuable upon conversion of the Series D Preferred Stock, subject to the terms and conditions of the Securities Purchase Agreement.
Certificate of Designation
On August 5, 2026, we executed the Certificate of Designation of Series D Convertible Preferred Stock (the “Certificate of Designation”), which became effective upon filing with the Secretary of State of the State of Nevada. Each share of Series D Preferred Stock is convertible into a number of shares of our Common Stock (the “Conversion Shares”) determined by dividing the Stated Value by the conversion price then in effect (the “Conversion Price”).
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Certificate of Designation
On August 5, 2026, we executed the Certificate of Designation of Series D Convertible Preferred Stock (the “Certificate of Designation”), which became effective upon filing with the Secretary of State of the State of Nevada. Each share of Series D Preferred Stock is convertible into a number of shares of our Common Stock (the “Conversion Shares”) determined by dividing the Stated Value by the conversion price then in effect (the “Conversion Price”).
The Conversion Price equals the greater of (i) the Adjusted Floor Price (as defined below) then in effect and (ii) 80% of the lowest closing price of our Common Stock during the five consecutive trading days ending immediately prior to the applicable conversion date. The initial floor price is $0.6160 per share (the “Floor Price”), equal to 20% of the Minimum Price under Nasdaq Rule 5635(d) on the trading day prior to the initial issuance. Prior to the first reset, the Adjusted Floor Price equals the Floor Price then in effect. The Adjusted Floor Price is redetermined on each six-month anniversary of the initial issuance date to the lower of (A) the then-current Floor Price and (B) 20% of the lower of (x) the closing price of our Common Stock on the trading day immediately prior to the applicable adjustment date and (y) the average closing price of our Common Stock over the five trading days immediately prior to the applicable adjustment date (as so adjusted from time to time, the “Adjusted Floor Price”). In addition, so long as 10% or more of the Series D Preferred Stock (measured by stated value) remains outstanding after the date six months following the effectiveness of this registration statement, any sale or issuance by us of Common Stock or Common Stock equivalents at a price below the then-effective Floor Price will automatically reset the Floor Price, and correspondingly the Adjusted Floor Price, to that lower price.
Conversions of the Series D Preferred Stock are subject to a beneficial ownership limitation of 4.99% of our outstanding Common Stock, which may not be waived and which applied to any successor holder. In addition, the Series D Preferred Stock is subject to an exchange cap of 19.99% of our outstanding Common Stock as of the closing date under the Securities Purchase Agreement, unless and until stockholder approval of issuances in excess of such limit is obtained.
The variable conversion feature may result in the issuance of a substantial and indeterminate number of shares of Common Stock, which could cause significant dilution to existing holders of our Common Stock. See “Risk Factors.”
Equity Purchase Agreement
Concurrently with the Series D Convertible Preferred Stock financing, on August 5, 2026, we entered into an Equity Purchase Agreement (the “Equity Purchase Agreement” or “ELOC”) with Secure Net Capital LLC, a Nevada limited liability company (the “Investor”), pursuant to which we have the right, but not the obligation, to sell to the Investor up to $15,000,000 in aggregate value of shares of our Common Stock (the “Put Shares”) over a 36-month commitment period. We may direct purchases through regular puts and intraday puts, subject to the terms, pricing provisions, and volume limitations set forth in the ELOC. The purchase price for shares sold pursuant to regular puts under the ELOC is equal to 95% of the lowest daily volume weighted average price (“VWAP”) of the Common Stock during the applicable pricing period following delivery of a put notice. Intraday puts provide for a purchase price equal to 95% of the lowest traded price of the Common Stock during the applicable intraday pricing period. A regular put notice is deemed withdrawn if the closing price on the put date is less than $1.00 per share, unless the Investor waives that condition. The Investor’s beneficial ownership under the ELOC is limited to 4.99% of our outstanding Common Stock, which may be adjusted up to 9.99% upon not less than 61 days’ prior written notice by the Investor.
The Company’s ability to sell shares to the Investor under the Equity Purchase Agreement is subject to certain conditions, including: (i) a resale registration statement covering the shares issuable under the Equity Purchase Agreement must be effective with the SEC; (ii) the Company’s Class A Common Stock must continue to be listed on The Nasdaq Capital Market (or another national securities exchange acceptable to the Investor); (iii) the Company must be in compliance in all material respects with its obligations under the Equity Purchase Agreement and the Registration Rights Agreement; (iv) no Event of Default (as defined in the Equity Purchase Agreement) shall have occurred and be continuing; (v) the Company’s representations and warranties in the Equity Purchase Agreement must be true and correct in all material respects as of the date of each put notice; and (vi) no Material Adverse Effect (as defined in the Equity Purchase Agreement) shall have occurred.
Commitment Fee
As consideration for the Investor’s commitment under the Equity Purchase Agreement, we agreed to pay a commitment fee consisting of shares of our Common Stock (the “Commitment Shares”) or, at the Investor’s election, pre-funded warrants exercisable at $0.0001 per share, in two components.
First, upon execution of the Equity Purchase Agreement, we issued 48,702 Commitment Shares to the Investor (or, at the Investor’s election, pre-funded warrants covering 48,702 shares of Common Stock issuable upon exercise thereof (the “Warrant Shares”)), representing the initial commitment shares component of the commitment fee.
Second, we may be required to issue additional Commitment Shares (the “True-Up Commitment Shares”) to the Investor upon the establishment of the “True-Up Commitment Share Reference Price.” The True-Up Commitment Share Reference Price is defined as the Nasdaq Official Closing Price of our Common Stock on the earlier of (i) the date this registration statement is declared effective by the SEC or (ii) the date the Commitment Shares become eligible for resale under Rule 144 promulgated under the Securities Act of 1933, as amended. The Company shall immediately issue and deliver to the Investor such number of additional Commitment Shares (the “True-Up Commitment Shares”) as is necessary so that the aggregate number of Commitment Shares issued in respect of the Commitment Fee equals the quotient obtained by dividing US$150,000 by the True-Up Commitment Share Reference Price. As of the date of this prospectus, neither triggering event for the True-Up Commitment Share Reference Price has occurred. For illustrative purposes only, using the floor price under the Equity Purchase Agreement as a hypothetical True-Up Commitment Share Reference Price, we would be required to issue approximately 194,805 True-Up Commitment Shares. The actual number of True-Up Commitment Shares, if any, may be higher or lower than this illustrative amount and will not be determinable until the True-Up Commitment Share Reference Price is established upon the occurrence of one of the triggering events described above.
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Registration Rights Agreement
On August 5, 2026, we and the purchasers party to the Securities Purchase Agreement entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which we agreed to file a resale registration statement covering the “Registrable Securities,” defined as (i) 200% of all Conversion Shares then issued or issuable upon conversion of the Series D Preferred Stock, assuming conversion at the Adjusted Floor Price then in effect, (ii) all shares of Common Stock issued and issuable under the ELOC based on the maximum number of shares that may be issued thereunder, and (iii) any securities issued or issuable upon any stock split, stock dividend, or similar event with respect to the foregoing securities.
Inventory Finance Agreement with J.J. Astor & Co.
On May 27, 2025, we entered an Inventory Finance Agreement with J.J. ASTOR & CO., a Utah corporation (“J.J. Astor”) (amended and restated November 3, 2025; further amended April 1, 2026) to finance 80% of Interactive Flat Panel inventory purchases from our primary contract manufacturer, with a June 23, 2025 supplement covering the remaining 20% deposit. The facility cap rose from $6,000,000 to $9,000,000 in November 2025 and to $10,000,000 in April 2026 and is now fully drawn; advances are repayable within 90 days at $1.0535 per $0.80 advanced, with a term through November 3, 2026 unless extended or earlier terminated. As of August 26, 2026, we owed approximately $2,700,000, including accrued interest and penalties.
J.J. Astor may convert amounts owed into our Common Stock at 90% of the lowest 20-day VWAP preceding a conversion notice. We are registering 1,430,568 shares (assuming a $2.49615 conversion price), comprising 167,290 shares already issued, 1,062,737 shares issuable on the outstanding balance owed under the Inventory Purchase Agreement, and 200,541 Make Whole Shares (collectively, the “Inventory Purchase Shares”). Under the April 2026 amendment, $556,200 was converted into 100,000 shares at $5.562 per share. If J.J. Astor’s resale proceeds from those shares fall short of $556,200, we must pay the shortfall in cash within five trading days, or, at J.J. Astor’s election, in additional Make Whole Shares valued at the lowest 5-day VWAP. Unpaid amounts accrue interest at 19% per annum, compounded daily, uncapped by any issuance limit. In August 2026, additional balances of $75,608.38 and $92,357.55 converted into 30,290 and 37,000 shares, respectively, at $2.49615 per share. The Inventory Finance Agreement provides that J.J. Astor may not acquire shares of Common Stock that would cause J.J. Astor and its affiliates to beneficially own more than 19.99% of our outstanding Common Stock, and that we may not issue shares upon conversion that, when aggregated with all other issuances under the Inventory Finance Agreement and related agreements, would equal or exceed 19.99% of the shares of Common Stock outstanding, absent stockholder approval. The April 1, 2026 amendment provides that we have agreed to seek stockholder approval for any issuance exceeding 19.99% of our outstanding Common Stock in accordance with Nasdaq rules.
Michael Pope, our Executive Chairman, is the Chief Executive Officer of J.J. Astor, and J.J. Astor is beneficially owned, directly or indirectly, by a private investment fund affiliated with Mr. Pope. The Inventory Finance Agreement is therefore a related-party transaction.
Nasdaq Compliance Financing
On August 6, 2026, we completed the initial closing of the Private Placement, resulting in net proceeds of approximately $4.8 million. As of the date of this Registration Statement, we have regained compliance with Nasdaq’s $2.5 million Shareholders’ Equity Listing Requirement for continued listing on The Nasdaq Capital Market pursuant to Listing Rule 5550(b)(1) (the “Equity Rule”). On August 26, 2026, we received a written decision from the Nasdaq Hearings Panel granting our request for continued listing on The Nasdaq Stock Market.
Changes in Executive Officers
On or about August 4, 2026, we announced the resignation of our Chief Financial Officer and the appointment of an interim successor.
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Increase in Authorized Shares of Class A Common Stock
At our reconvened Annual Meeting of Shareholders held on July 23, 2026, our shareholders approved an amendment to our Articles of Incorporation to increase the number of authorized shares of Class A common stock to 55,000,000 shares. The increase is intended to provide additional flexibility for future corporate purposes, subject to applicable law, the Nasdaq listing requirements, and approval by our Board of Directors. Final voting results were reported in a Current Report on Form 8-K.
Product and Commercial Developments
During 2026, we continued to expand our unified campus communication and school-safety platform:
| ● | FrontRow Symphony launch (January 22, 2026). We introduced FrontRow Symphony, a browser-based campus communication platform that unifies bells, paging, intercom, classroom audio, and emergency alerting over a school’s existing IP network, managed through a Command Center device and integrated with VoIP and third-party systems. |
| ● | Symphony Spring 2026 update / Symphony Cloud (April 30, 2026). We introduced Symphony Cloud, a cloud-based management layer enabling district administrators to monitor multiple schools from a single login, with real-time campus maps, centralized scheduling, device health monitoring, and a hybrid architecture designed to remain operational during internet or power disruptions. |
| ● | Symphonic Series (June 4, 2026). We launched the Symphonic Series (Solo, Tempo, and Vista), a family of intelligent IP communication endpoints extending the Symphony platform, with hardware shipments commencing in the summer of 2026. |
| ● | ISTE 2026 and industry recognition (June–July 2026). We showcased our unified K–12 ecosystem — Symphony Cloud, Symphony Campus, and the Symphonic Series — at ISTE 2026 in Orlando, Florida, and our Symphony platform and Symphonic Series received four Tech & Learning “Best of Show” awards at the conference. |
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| Issuer | Boxlight Corporation | |
| Securities offered by the Selling Stockholders: | 47,112,385 shares of Common Stock | |
| Shares of common stock outstanding before this offering: | 844,544 shares of Common Stock | |
| Terms of this offering | The Selling Stockholders, including their transferees, donees, pledgees, assignees, and successors-in-interest, may sell, transfer, or otherwise dispose of any or all of the shares of Common Stock offered by this prospectus from time to time on The Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. The shares of Common Stock may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to the prevailing market price or at negotiated prices. | |
| Use of proceeds: | We will not receive any proceeds from the resale of shares of Common Stock by the Selling Stockholders pursuant to this prospectus. However, we have received aggregated gross proceeds of $5,500,000 from the issuance and sale of the Preferred Stock in the first tranche of the Private Placement, with a second $2,000,000 tranche tied to, among other things, the effectiveness of a resale registration statement and certain required stockholder approvals; and we may receive aggregate gross proceeds of up to $15,000,000 from sales of Common Stock to Secure Net Capital LLC under the Equity Purchase Agreement. We will not receive any proceeds from the resale of the Inventory Conversion Shares by J.J. Astor, which were or will be issued in satisfaction of amounts owed by us under the Inventory Finance Agreement. See “Use of Proceeds” in this prospectus for more information. | |
| Dividend policy: | Our Company has never declared any cash dividends on its Common Stock. We currently intend to use all available funds and any future earnings for use in financing the growth of our business, pay down our term debt, and to meet our series A preferred stock dividend obligations. We do not anticipate paying any cash dividends on our Common Stock for the foreseeable future. See “Dividend Policy,” and “Risk Factors - Risks Related to This Offering and Ownership of Our Common Stock” in this prospectus for more information regarding our dividend policy. | |
| Trading symbol: | Our Common Stock is listed on the Nasdaq Capital Market under the symbol “BOXL”. | |
| Risk factors: | You should carefully consider the information set forth in this prospectus and the specific factors set forth in the “Risk Factors” incorporated by reference before deciding whether or not to invest in the Shares. |
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Before purchasing any of the securities you should carefully consider the risk factors incorporated by reference in this prospectus from our Annual Report on Form 10-K, and any subsequent updates described in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. For a description of these reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference”. Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business, and prospects.
Risks Related to This Offering and Ownership of Our Common Stock
Satisfying our obligations under our inventory finance agreement with J.J. Astor could result in substantial dilution.
Amounts owed under that agreement are convertible into Common Stock at a price equal to 90% of the lowest volume weighted average closing price of our Common Stock over a trailing 20 trading day period, and shares issued in satisfaction of our proceeds protection obligation are valued at the lowest volume weighted average price over a trailing five trading day period. Because both prices float, the number of shares issuable is indeterminate and increases as the market price of our Common Stock declines. Any unpaid Make Whole Payment accrues interest at 19% per annum, compounded daily. As of the date of this prospectus, we have issued 167,290 shares of Common Stock to J.J. Astor, representing approximately 19.8% of our outstanding Common Stock, and we may not exceed 19.99% without stockholder approval. If we do not obtain stockholder approval, we may be required to satisfy these obligations in cash, which would adversely affect our liquidity.
The market price of shares of our Common Stock may be volatile.
The public price of our Common Stock following could be subject to wide fluctuations in response to the risk factors described in this prospectus and incorporated by reference and others beyond our control, including:
| ● | The number of shares of our Common Stock publicly owned and available for trading; |
| ● | Variations in our operating performance and the performance of our competitors in general; |
| ● | Actual or anticipated fluctuations in our quarterly or annual operating results; |
| ● | Publication of research reports by securities analysts about us or our competitors, or our industry; |
| ● | The public’s reaction to our press releases, our other public announcements, and our filings with the SEC; |
| ● | Our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; |
| ● | Additions and departures of key personnel; |
| ● | Changes in laws and regulations affecting our business; |
| ● | Commencement of, or involvement in, litigation involving us; |
| ● | Changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
| ● | The volume of shares of our Common Stock available for public sale; and |
| ● | General economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political, and economic risks, and acts of war or terrorism. |
In addition, securities exchanges have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and harm our business, results of operations, and financial condition.
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If we fail to meet the continued listing requirements of Nasdaq, Nasdaq may delist our securities.
As a public company, we are subject to the reporting requirements and the rules and regulations of the applicable listing standards of Nasdaq. If we fail to maintain compliance with the continued listing standards of Nasdaq, our securities may be delisted, which could negatively affect the market price and liquidity of our securities. In such a case, we may seek to regain compliance by implementing a number of available options. If in the future our securities are delisted from Nasdaq, we could face significant material adverse consequences, including: limited availability of market quotations for our securities; reduced liquidity for our shares; a determination that our shares are “penny stock,” which will require brokers trading in our shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our shares; a limited amount of news and analyst coverage; and decreased ability to issue additional securities or obtain additional financing in the future. In addition, as long as our shares are listed on Nasdaq, U.S. federal law prevents or preempts the states from regulating their sale, although the law does allow the states to investigate companies if there is a suspicion of fraud, and if there is a finding of fraudulent activity, then the states can regulate or bar their sale. If we were no longer listed on Nasdaq, we would be subject to regulations in each state in which we offer our shares.
A significant number of our shares are eligible for sale, and their sale or potential sale may depress the market price of our Class A common stock.
Sales of a significant number of shares of our Class A Common Stock in the public market, or the perception that such sales could occur, could harm the market price of our Class A Common Stock. If a significant number of shares were sold, such sales would increase the supply of our Class A Common Stock in the public market, thereby potentially causing a decrease in its price. Some or all of our Class A Common Stock may be offered from time to time in the open market pursuant to effective registration statements and/or in compliance with Rule 144, which sales could have a depressive effect on the market for our Class A Common Stock. The sale of a significant portion of such shares when such shares are eligible for public sale may cause the value of our Class A Common Stock to decline.
In addition, we have issued shares of Series D Convertible Preferred Stock that are convertible into shares of our Class A Common Stock, and we have entered into an Equity Purchase Agreement, or ELOC, pursuant to which we may issue and sell shares of our Class A Common Stock from time to time, subject to the terms and conditions of that agreement. The number of shares of Class A Common Stock issuable upon conversion of the Series D Convertible Preferred Stock, and the number of shares that may be issued under the ELOC, may be substantial. Any conversion of the Series D Convertible Preferred Stock or sale of shares under the ELOC would increase the number of shares of Class A Common Stock outstanding and may result in substantial dilution to existing stockholders. In addition, shares sold under the ELOC are purchased by Secure Net Capital LLC at a discount to the applicable market price. For regular puts, the purchase price equals 95% of the lowest daily VWAP during the applicable pricing period. For intraday puts, the purchase price equals 95% of the lowest traded price of the Common Stock during the applicable intraday pricing period. These discounts may further contribute to dilutive pressure on the market price of our Class A Common Stock.
The resale of shares issued or issuable upon conversion of the Series D Convertible Preferred Stock, shares issued or issuable under the ELOC, Commitment Shares, True-Up Commitment Shares, and any shares underlying Pre-Funded Warrants, if any, may be registered for resale under one or more registration statements. Once registered, these shares may be freely sold into the public market, subject to any applicable contractual or legal restrictions. These sales, or the market’s expectation that these sales may occur, could place downward pressure on the trading price of our Class A Common Stock.
Because the Conversion Price of the Series D Convertible Preferred Stock and the purchase price under the ELOC may be based on or affected by the market price of our Class A Common Stock, a decline in the market price of our Class A Common Stock could result in the issuance of a greater number of shares upon conversion or sale, which could further dilute existing stockholders and further depress the market price of our Class A Common Stock. This potential downward pressure may make it more difficult for us to raise additional capital on favorable terms, or at all.
Because we have no current plans to pay cash dividends on our Common Stock, you may not receive any return on investment unless you sell your Common Stock for a price greater than that which you paid for it.
We currently intend to retain all available funds and any future earnings to fund the development, commercialization, and growth of our business, and therefore, we do not anticipate declaring or paying any cash dividends on our Common Stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our Board of Directors and will depend on our financial condition, operating results, capital requirements, general business conditions, and other factors that our Board of Directors may deem relevant. Our future ability to pay cash dividends on our Common Stock may also be limited by the terms of any future debt securities or credit facility. As a result, capital appreciation, if any, of the Common Stock you purchase in this offering will be your sole source of gain for the foreseeable future.
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We are a smaller reporting company, and the reduced disclosure requirements applicable to smaller reporting companies may make our Common Stock less attractive to investors.
We are a “smaller reporting company” as defined in the Exchange Act. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting Common Stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are $100 million or more during the most recently completed fiscal year and our voting and non-voting Common Stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.
It is possible that some investors will find our Common Stock less attractive as a result of the foregoing, which may result in a less active trading market for our Common Stock and higher volatility in our stock price.
The number of shares registered for resale pursuant to this registration statement may not be sufficient to cover all shares ultimately issuable upon conversion of the Series D Preferred Stock.
We are registering shares representing 200% of the Conversion Shares calculated at the Adjusted Floor Price currently in effect. Because the Adjusted Floor Price may be reduced in accordance with the Certificate of Designation, additional shares may become issuable upon conversion of the Series D Preferred Stock. If the number of shares registered hereby becomes insufficient, we may be required pursuant to the Registration Rights Agreement to register additional shares for resale.
Our ability to issue shares upon conversion of the Series D Preferred Stock is subject to Nasdaq limitations unless we obtain the required stockholder approvals.
Until the required stockholder approvals are obtained, issuances upon conversion of the Series D Preferred Stock are subject to the applicable Nasdaq exchange cap. If we fail to timely obtain such approvals, holders of the Series D Preferred Stock may be unable to fully convert their shares, which could result in Events of Default or other consequences under the Transaction Documents. We are required under the Transaction Documents to continue seeking the required stockholder approvals in accordance with the procedures and time periods set forth therein.
Failure to maintain an effective registration statement covering the resale of the Conversion Shares could adversely affect holders of the Series D Preferred Stock and result in consequences under our Transaction Documents.
We are obligated under the Registration Rights Agreement to maintain registration of the Registrable Securities as required thereunder. If this registration statement ceases to be effective or otherwise becomes unavailable for resale of the Registrable Securities, the Selling Stockholders may be unable to resell their shares pursuant to this prospectus, and such failure may give rise to remedies under the Transaction Documents.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. You should not place undue reliance on these forward-looking statements.
Examples of forward-looking statements include, but are not limited to:
| ● | the anticipated timing of the development of future products; | |
| ● | projections of costs, revenue, earnings, capital structure and other financial items; | |
| ● | statements of our plans and objectives; | |
| ● | statements regarding the capabilities of our business operations; | |
| ● | statements of expected future economic performance; | |
| ● | statements regarding competition in our market; and | |
| ● | assumptions underlying statements regarding us or our business. |
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
| ● | our ability to manage our current and projected financial position and estimated cash burn rate, including our estimates regarding expenses, future revenues and capital requirements, and ultimately our ability to continue as a going concern; | |
| ● | our ability to raise additional capital to further develop and expand our business to meet our long-term business objectives. We have limited revenues and we cannot predict when we will achieve significant revenues and sustained profitability; |
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| ● | our ability to achieve significant revenues and sustained profitability; | |
| ● | impairment of goodwill and long-lived assets | |
| ● | changes in customer demand; | |
| ● | our ability to develop our brands cost-effectively, to attract new customers and retain customers on a cost-effective basis; | |
| ● | our ability to compete in the markets in which our online businesses participate; | |
| ● | our ability to make strategic actions, including acquisitions and dispositions and our success in integrating acquired businesses; | |
| ● | our ability to continue to successfully manage our online businesses on a combined basis; | |
| ● | security breaches, cybersecurity attacks and other significant disruptions in our information technology systems | |
| ● | developments and changes in laws and regulations, including increased regulation of our industry through legislative action and revised rules and standards; | |
| ● | the occurrence of war and or other hostilities, political instability or catastrophic events; | |
| ● | natural events such as severe weather, fires, floods and earthquakes, or man-made or other disruptions of our operating systems, structures or equipment; | |
| ● | Risks related to, and the costs associated with, environmental, social and governance (ESG) matters, including the scope and pace of related rulemaking activity; and | |
| ● | Other factors and risks described under “Risk Factors” herein and in any of the Company’s subsequent reports filed with the SEC and available on its website at www.sec.gov. |
Any forward-looking statement made by us in this prospectus is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
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We will not receive any proceeds from the resale of shares of Common Stock by the Selling Stockholders pursuant to this prospectus. However, we have received aggregated gross proceeds of $5,500,000 from the issuance and sale of the Preferred Stock in the first tranche of the Private Placement, with a second $2,000,000 tranche tied to, among other things, the effectiveness of a resale registration statement and certain required stockholder approvals; and we may receive aggregate gross proceeds of up to $15,000,000 from sales of Common Stock to Secure Net Capital LLC under the Equity Purchase Agreement. We will pay the placement agent a cash fee equal to 2.0% of the gross proceeds we receive under the Equity Purchase Agreement as amounts are drawn down. The Credit Agreement requires that the net cash proceeds of equity issuances be applied to prepay outstanding indebtedness, which will limit the proceeds available to us for other purposes. We will not receive any proceeds from the resale of the Inventory Conversion Shares by J.J. Astor, which were or will be issued in satisfaction of amounts owed by us under the Inventory Finance Agreement.
We have never paid or declared any cash dividends on our Common Stock, and we do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. We currently intend to use all available funds and any future earnings for use in financing the growth of our business, pay down our term debt, and to meet our series A preferred stock dividend obligations. Any future determination to pay dividends will be at the discretion of our Board and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors our Board deems relevant.
DETERMINATION OF OFFERING PRICE
The Selling Stockholders will offer Common Stock at the prevailing market prices or privately negotiated prices. The offering price of our Common Stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Our Common Stock may not trade at market prices in excess of the offering price, and prices for our Common Stock in any public market will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.
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Overview
We are a technology company that develops, sells, and services interactive and communication solutions predominantly for the global education market, and also for the corporate and government sectors. Our objective is to be a leading worldwide innovator and integrator of interactive hardware, campus communication systems, and software solutions that improve collaboration, safety, and effective communication in learning and meeting environments.
We design, produce, and distribute interactive technologies, including our interactive and non-interactive flat-panel displays, LED video walls, media players, classroom audio and campus communication systems, cameras, and other peripherals for the education market, together with non-interactive solutions — including flat-panels, LED video walls, and digital signage — for the enterprise market. We also distribute science, technology, engineering, and math (“STEM”) products, including our 3D printing and robotics solutions and our portable science lab. Our products are integrated into our classroom software suite, which provides tools for whole-class learning, assessment, and collaboration. In addition, we offer professional training services related to our technology to our U.S. educational customers.
To date, we have generated the majority of our revenue, both in the United States and internationally, from the sale of interactive displays and related software to the educational market. We have sold our solutions into more than 70 countries and into more than 1.5 million classrooms and meeting spaces, through a network of more than 1,000 global reseller partners. We believe we offer one of the most comprehensive and integrated lines of interactive display solutions, audio products, peripherals and accessories, software, and professional development for schools and enterprises available today. The majority of our products are backed by nearly 40 years of research and development. Our principal website is https://boxlight.com. Information contained on, or accessible through, our website is not incorporated by reference into, and does not constitute a part of, this prospectus.
Advances in technology and the proliferation of devices in the classroom have led school districts to seek solutions that allow teachers and students to bring their own devices into the classroom, that give district information-technology departments the means to access data with or without internet access, that accommodate increasing demand for video, and that address cloud and data-storage challenges. Our design teams are able to customize systems and configurations to serve the needs of our clients so that existing hardware and software platforms can communicate with one another. Our goal is to be a single-source solution for educators around the globe, providing a holistic approach to the modern classroom and campus.
Recent Product Developments — Unified Campus Communication and Safety Platform
Beginning in 2026, we substantially expanded our campus communication and school-safety offerings under our FrontRow and Symphony brands, which we believe represent a significant growth opportunity and a point of differentiation for our education business:
| ● | In January 2026, we introduced FrontRow Symphony, a browser-based campus communication platform that unifies bells, paging, intercom, classroom audio, and emergency alerting over a school’s existing IP network, managed through a Command Center device and integrated with VoIP and third-party systems. | |
| ● | In April 2026, we introduced Symphony Cloud, a cloud-based management layer that enables district administrators to monitor multiple schools from a single login, featuring real-time campus maps, centralized scheduling, device-health monitoring, and a hybrid architecture designed to remain operational during internet or power disruptions. | |
| ● | In June 2026, we launched the Symphonic Series (Solo, Tempo, and Vista), a family of intelligent IP communication endpoints that extend the Symphony platform across a campus, with hardware shipments commencing in the summer of 2026. |
For a description of certain other recent developments, including changes to our capital structure and financing arrangements, see “Prospectus Summary — Recent Developments”.
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Awards and Recognition
We provide industry-leading service and support, and our solutions have received numerous industry awards, including the following:
| ● | In 2026, our Symphony platform and Symphonic Series received four Tech & Learning “Best of Show” awards at the ISTE 2026 conference, spanning the primary and secondary education categories. | |
| ● | In 2025, Boxlight was named as one of the World’s Top 250 EdTech companies of 2025 by TIME, in collaboration with Statista. | |
| ● | In 2024, TIME, in collaboration with Statista, recognized Boxlight as one of the World’s Top 250 EdTech companies of 2024; three of our solutions were recognized as “Best of 2023” by Tech & Learning, receiving six awards in total; ‘our brands received eight product and innovation awards at ISTELive 2024 (for UNITY, Robo E4 and E4 Pro 3D printers, Xploris, Clevertouch Impact Lux, Clevertouch Impact Max, MimioPro 4, MimioWall, and MimioDS Series); we received multiple awards in the primary and secondary education categories in the Tech & Learning Awards of Excellence: Back to School 2024; and the Clevertouch EDGE interactive display received the Pro AV “Best in Market” Award in the AV technology category. | |
| ● | In 2023, our Clevertouch brands received three “Best of Show” awards at the ISE conference (for LYNX Whiteboard, IMPACT Max, and UX Pro 2); Attention!® was named winner of the EdTech Cool Tool Award and Clevershare was a finalist for screen-mirroring software at the EdTech Awards; we received the “Best Technology Solution for Student Safety” at the 5th annual EdTech Breakthrough Awards; we won nine Tech & Learning “Best for Back to School” awards (for MimioWall, MimioDS, MyBot Recruit, IMPACT Lux, and Teacher Action! Mic.); and Clevertouch by Boxlight was named “Signage Technology of the Year” for its CleverLive products. | |
| ● | In 2022, we received the “Overall EdTech Company of the Year” award in the EdTech Breakthrough Awards, “Best of Show” for ISTELive 22 from Tech & Learning, multiple awards in Tech & Learning’s Back to School Awards of Excellence, four awards for new products from THE Journal, multiple awards from Tech & Learning for our Mimio, Clevertouch, and FrontRow solutions, and the Campus Technology “New Product of the Year” award for CleverLive digital signage. |
Our Company
Boxlight Corporation was incorporated in Nevada on September 18, 2014 for the purpose of acquiring technology companies that sell interactive products into the education market. As of the date of this prospectus, we have four subsidiaries, consisting of Boxlight Inc., a Washington State corporation, Sahara Holdings Limited, an England and Wales corporation (“Sahara”), Boxlight Latinoamerica, S.A. DE C.V. (“BLS”), and Boxlight Latinoamerica Servicios, S.A. DE C.V., (“BLA”). Both BLS and BLA are incorporated in Mexico and are currently inactive. Our Sahara Holdings Limited subsidiary has eight directly and indirectly owned subsidiaries located in the United States, the United Kingdom, the Netherlands, Belgium, Sweden, Finland, and Germany, and our subsidiary Boxlight Inc., in turn, has six directly and indirectly owned subsidiaries located in the United States, Australia, Northern Ireland, Canada, and Denmark.
On December 31, 2021, we acquired FrontRow Calypso LLC, a California company and a leader in classroom and campus communication solutions for the education market.
On March 23, 2021, we acquired Interactive Concepts BV, a company incorporated and registered in Belgium and a distributor of interactive technologies and subsequently renamed to Sahara Presentation Systems (Interactive) Europe BV. The company has been our key distributor in Belgium and Luxembourg.
On September 24, 2020, we acquired Sahara, a leader in distributed AV products and a manufacturer of multi-award-winning touchscreens and digital signage products, including the globally renowned Clevertouch brand. Headquartered in the United Kingdom, Sahara and its subsidiaries have a strong presence in the Europe, Middle East, and Africa (“EMEA”) interactive flat-panel display (IFPD) market selling into education, health, government, military, and corporate sectors.
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On April 17, 2020, we acquired MyStemKits Inc. (“MyStemKits”). MyStemKits is in the business of developing, selling, and distributing 3D printable science, technology, engineering and math curriculums incorporating 3D printed project kits for education, and owns the right to manufacture, market and distribute Robo 3D-branded 3D printers and associated hardware for the global education market.
On March 12, 2019, we acquired Modern Robotics Inc. (“MRI”), a company based in Miami, Florida. MRI is engaged in the business of developing, selling and distributing science, technology, engineering and math (STEM), robotics and programming solutions to the global education market.
On August 31, 2018, we purchased EOS, an Arizona limited liability company owned by Daniel and Aleksandra Leis. EOS is in the business of providing technology consulting, training, and professional development services to create sustainable programs that integrate technology with curriculum in K-12 schools and districts.
On June 22, 2018, we acquired Qwizdom, Inc. and its subsidiary Qwizdom UK Limited (together, the “Qwizdom Companies”). The Qwizdom Companies develop software and hardware solutions that are quick to implement and designed to increase participation, provide immediate data feedback, and, most importantly, accelerate and improve comprehension and learning. Qwizdom delivers products in more than 40 languages to customers around the world through a network of partners.
On May 9, 2018, we acquired Cohuborate, Ltd., a United Kingdom corporation based in Lancashire, England. Cohuborate produces, sells, and distributes interactive display panels designed to provide new learning and working experiences through high-quality technologies and solutions through in-room and room-to-room multi-device multi-user collaboration.
On December 20, 2018, Cohuborate Ltd. transferred all of its assets and liabilities to Qwizdom UK Limited and changed its name to Qwizdom UK Limited. On December 20, 2018, Qwizdom UK Limited changed its name to Boxlight Group Ltd. On January 24, 2019, we merged Qwizdom, Inc. with and into Boxlight, Inc.
The businesses previously conducted by Cohuborate Ltd. and Qwizdom UK Limited are now operated by the Boxlight Group Ltd., a wholly owned subsidiary of Boxlight, Inc.
On May 9, 2016, we acquired Genesis Collaboration LLC, a Georgia limited liability company (“Genesis”). Genesis is a value-added reseller of interactive learning technologies, selling into the K-12 education market in Georgia, Alabama, South Carolina, northern Florida, western North Carolina, and eastern Tennessee. Genesis also sells our interactive solutions into the business and government markets in the United States. Effective August 1, 2016, Genesis was merged into our Boxlight Inc. subsidiary.
On April 1, 2016, we acquired Mimio LLC, a Delaware limited liability company (“Mimio”). Mimio designs, produces, and distributes a broad range of Interactive Classroom Technology products primarily targeted at the global K-12 education market. Mimio’s core products include interactive projectors, interactive flat-panel displays, interactive touch projectors, touch boards, and MimioTeach, which can turn any whiteboard interactive within 30 seconds. Mimio’s product line also includes an accessory document camera, a teacher pad for remote control, and an assessment system. Manufacturing is by ODMs and OEMs in Taiwan and Mainland China. Mimio products have been deployed in over 600,000 classrooms and dozens of countries. Mimio’s software is provided in over 30 languages. Effective October 1, 2016, Mimio was merged into our Boxlight Inc. subsidiary.
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The organizational structure of our companies as of the date of this prospectus is as follows:
Our Markets
We believe that the global interactive technology education industry is undergoing a significant transition, as primary and secondary school districts, colleges and universities, as well as governments, corporations, and individuals around the world are increasingly recognizing the importance of using technology to more effectively educate, communicate, and collaborate. Across the globe, state governments along with local communities, continue to make sustained investments in education.
The K-12 education sector represents one of the largest industry segments. The U.S. sector is comprised of approximately 15,600 public school districts across 50 states and 132,000 public and private elementary and secondary schools, and worldwide classroom counts of 43 million. In addition to its size, the U.S. and certain EMEA K-12 education markets are highly decentralized and are characterized by complex content adoption processes. We believe this market structure underscores the importance of scale and industry relationships and the need for broad, diverse coverage across states, districts, and schools.
State Standards, a set of shared math and literacy standards benchmarked to international standards, have increased standardization in K-12 education content, we believe significant state standard specific customization still exists, and we believe the need to address customization provides an ongoing need for companies in the sector to maintain relationships with individual state and district policymakers and expertise in state-varying academic standards.
According to a 2025 report by FutureSource Consulting Ltd. (“Futuresource”), the global professional displays market is expected to continue to grow through 2029, driven by demand for LCD-based display technologies, including interactive flat panel displays (“IFPDs”). While the education sector has historically represented the majority of interactive display unit demand and is expected to remain the largest end market, particularly within the K-12 segment, the corporate and government sector continues to represent an important and growing portion of the market. Futuresource reports that the corporate market benefits from a large installed base of meeting and collaboration spaces with relatively low saturation of interactive display technologies. We believe that continued demand across both the education and corporate sectors, together with the highly fragmented nature of the interactive display market, provides the Company with opportunities to increase its market presence and pursue additional market share.
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Our Opportunity
Globally it is widely acknowledged that long-term economic growth is closely correlated to investment in education and educational technology, thus sustaining long-term growth in the market, even during periods of economic downturn. We believe ongoing demand for technology-enabled instruction, digital content delivery, assessment tools, and classroom communication solutions supports favorable long-term market opportunities, although spending levels may vary by region, funding cycle, and macro-economic conditions. Further details of our solution and favorable macro-economic analysis are set forth below:
Growth in the K-12 Education Technology Market
Significant resources continue to be directed toward primary and secondary education, including technology-enabled teaching, learning, and administrative solutions. According to a March 2026 “Market Growth Reports” study, the global K-12 education technology market was estimated at approximately $44.3 billion in 2026 and is projected to continue expanding through 2035. The report also notes that North America remains a leading market, reflecting relatively high levels of classroom technology adoption and widespread use of digital learning platforms.
HolonIQ reported in the “Global EdTech Venture Capital Report” that there has been approximately $32 billion in venture capital investment in the education/technology sector in the last decade (approximately 33% within the US) and predicts nearly triple that investment through 2030. Further, the report estimates that the global “expenditure on education and training from governments, parents, individuals and corporates continues to grow to historic levels and is expected to reach USD $10 trillion by 2030.”
Increasing Focus on Accountability and the Quality of Student Education
U.S. K-12 education has come under significant political scrutiny in recent years, with findings that American students rank far behind other global leaders in international tests of literacy, math, and science, with the resulting conclusion that the current state of U.S. education severely impairs the United States’ economic, military, and diplomatic security as well as broader components of America’s global leadership. We believe this scrutiny will cause there to be increased investment in the education sector.
Trends in Tech-Savvy Education
While industries from manufacturing to health care have adopted technology to improve their results, according to Stanford Business School in its Trends in Tech-Savvy Education, the education field remains heavily reliant on “chalk and talk” instruction conducted in traditional settings; however, that is changing as schools and colleges adopt virtual classrooms, data analysis, online games, highly customized coursework, and other cutting-edge tools to help students learn.
New Technologies
The delivery of digital education content is also driving a substantial shift in the education market. In addition to interactive flat-panels, emerging technologies such as artificial intelligence and immersive learning tools are being adapted for educational uses on the Internet, mobile devices, and through cloud-computing, which permits the sharing of digital files and programs among multiple computers or other devices at the same time through a virtual network. “Market Growth Reports” notes growing adoption of cloud-based platforms to support remote and hybrid learning environments, as well as increasing use of AI-powered systems and virtual or augmented reality tools in certain classroom settings. We intend to be a leader in the development and implementation of these additional technologies to create effective digital learning environments.
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Growth in the E-learning Market
According to the “Market Growth Reports”, the K-12 Education Technology Spend Market is estimated to be $44.3 billion in 2026 and is projected to reach $325.1 billion by 2035, representing a compound annual growth rate of 24.5% over the forecast period.
Further, the need for skill development, cost efficiency, technological innovations, corporate investment, and employee retention fuels the rising demand for e-learning training. While the growth prospects of the e-learning market remain stable, the rise of efficient sub-segments is changing the learning and training landscape gradually.
Vendors are also focusing on offering choices on the course content at competitive prices to gain market share in the global e-learning space. The exponential growth in the number of smartphone users and internet connectivity across emerging markets is driving the e-learning market in these regions. The introduction of cloud-based learning and Augmented/Virtual reality mobile-based learning is likely to revolutionize the e-learning market during the forecast period.
Major vendors are introducing technology-enabled tools that can facilitate user engagement, motivate learners, and help in collaborations, thereby increasing the market share and attracting new consumers to the market. The growing popularity of blended learning that enhances the efficiency of learners will drive the growth of the e-learning market.
Our Portfolio of Products
We currently offer products within the following categories:
| ● | Front-of-Class Display (Clevertouch brand) |
| ● | Digital Signage Displays (Clevertouch brand) |
| ● | Symphony Classroom Audio and IP-based school-wide communication systems for bells, paging, intercom, emergency notifications, and visual and audio alerting. |
| ● | STEM |
| ● | Educational Software, Lesson Library, AI Lesson Creation (LYNX Whiteboard, MyClass Student Engagement Platform) |
| ● | Peripherals and Accessories |
| ● | Professional Development |
The Boxlight portfolio of solutions is designed to create dynamic teaching, learning, and presentation experiences. When integrated, our innovative solutions provide an opportunity for a holistic approach to in-person or virtual learning experiences, meetings, and professional learning, campus-wide communications, emergency alerts, or any situation where presentation, interaction, or engagement occurs. In January 2026, we launched Boxlight Symphony™, an IP-based, campus-wide communication platform that integrates classroom audio with school-wide systems for bells, paging, intercom, and visual and audible emergency alerting. The launch expands the FrontRow voice-lift product portfolio beyond classroom audio to address broader campus and district communication needs.
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Front-of-Class Display Category
Boxlight offers a choice of Interactive Flat-Panel Displays (IFPD), Interactive Whiteboards (IWB), and Non-Interactive Flat-Panel Displays. Each comes with licensed copies of our software, access to prepared content and includes Professional Development online training modules. These present upsell opportunities for our software and Professional Development, both online and in-person.
Clevertouch Pro Series 3 – Affordable Instructional Interactive Display Series
The Clevertouch Pro Series 3 is an EDLA-certified interactive touchscreen display designed to deliver powerful collaboration, seamless connectivity, and exceptional value for K-12 classrooms and meeting spaces. Featuring true 4K UHD resolution, ultra-responsive 50-point touch technology, integrated Google Play and Microsoft 365 access, advanced digital whiteboarding, wireless screen sharing, and centralized device management, the Pro Series 3 makes teaching, presenting, and collaboration effortless. With integrated NFC login, Wi-Fi 6E, room-filling audio from dual 25W speakers and a 20W subwoofer, plus up to 20% greater energy efficiency than previous generations, it provides an intuitive, secure, and sustainable interactive experience. Available in 65”, 75”, 86”, and 98” sizes, the Pro Series 3 combines enterprise-grade performance with education-focused tools, including Google Classroom integration and free Google-certified professional development, making it an ideal solution for modern learning and work environments.
Clevertouch Lux - Empowering the Connected Classroom
The Clevertouch Lux is a cutting-edge UHD HDR touchscreen display designed to enhance learning environments. Featuring advanced functionality and intuitive capabilities, the Clevertouch Lux delivers an interactive experience that promotes collaboration, engagement, and effective learning. Available in sizes 65”, 75”, and 86”, the Lux model supports up to 40 touch points, enabling seamless interaction among multiple users simultaneously. Its digital passive pen and eraser offer natural writing and erasing capabilities, while its high precision IR touch frame technology ensures optimal responsiveness for both writing and gesture control. A key strength of the Clevertouch Lux is its user-friendly design, which integrates seamlessly with Windows Ink-compliant applications, such as Office 365, enabling users to draw and annotate without navigating through software menus. The Lux also features a custom Android 13 based operating system, optimized for a large touchscreen interface, making it easy for educators to access and manage tools and resources.
Clevertouch Edge - Revolutionizing Collaboration in Conference Rooms and Meeting Spaces
The Clevertouch Edge is a cutting-edge interactive display specifically designed for conference rooms and meeting spaces, providing enhanced collaboration and productivity in professional environments. Featuring a sleek design and powerful capabilities, the Clevertouch Edge offers seamless integration with existing conference systems, thereby enhancing every meeting, presentation, and brainstorming session. Equipped with a built-in 4K camera featuring advanced tracking capabilities, the Clevertouch Edge ensures clear visibility of each speaker maintaining focus on the appropriate individual during virtual meetings. This intelligent tracking technology dynamically adjusts as participants move, enhancing the natural flow of virtual interactions and fostering a more engaging experience. Whether used for presentations or discussions, the camera delivers a professional, high-quality experience for all participants.
Featuring In Glass technology, the Clevertouch Edge delivers exceptional responsiveness, providing users with a seamless, interactive experience ideal for collaborative meetings. The intuitive touch interface is enhanced by hotkeys etched directly into the glass, enabling faster navigation without the need for an external control device. These tactile shortcuts offer immediate access to key functions, improving the flow of meetings and allowing users to remain focused without interruption.
The Clevertouch Edge offers versatility with multiple connectivity options to meet various needs. It can be paired with OPS PCs, enabling users to extend the functionality of the display through the added processing power of a dedicated PC. Additionally, the Clevertouch Edge integrates effortlessly with existing conference room systems, ensuring seamless interoperability with video conferencing tools, room control systems, and specialized hardware. This integration simplifies the meeting experience for both IT staff and end-users, ensuring smooth operation across all platforms.
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Clevershare
Clevershare allows users to share content with any device from either the dongle and the USB-C connection or the Clevershare app. Up to 50 devices can connect with the Clevertouch screen and share content - images, video, and audio with touch-back for two-way control. The presenter has full control over what is shared and can show up to four device screens simultaneously, increasing collaboration and participation within every session.
Unplug’d
Unplug’d® enables users to share their screen and connect from any device via the Unplug’d app. The platform supports up to 50 devices connecting to a “Boxlight/Mimio/Clevertouch” screen and share content - images, video, and audio with touch-back for two-way control. Users can not only share their screen to the display but can also mirror the display to student devices. The presenter has full control over what is shared and can show up to 16 device screens simultaneously, increasing collaboration and participation within every session. For those in environments that do not support app installation, Unplug’d supports screen sharing and mirroring via a browser to allow connectivity for all users.
CleverLive Digital Signage
CleverLive is a unique cloud-based cloud management platform (or CMP) for managing all Clevertouch device endpoints, designed to customize the user interface based on device functionality. CleverLive combines simplicity of use with feature rich functionality. The platform comes standard with 200+ editable templates, enabling a mix of multimedia content. Features include built-in presentation creation tools for designing bespoke layouts, wayfinding screens and touch interfaces, scheduling, grouping, instant emergency messaging, and QR code creation and display for an audience interactive experience. Rounding off the unique features is the built-in Cleverstore from which users can download apps for their touch screens.
Clevertouch CL Series Non-Interactive Commercial Displays
The Clevertouch CL Series Commercial Displays are versatile all-in-one professional displays designed for both digital signage and meeting room collaboration, giving organizations a single platform for communication, presentations, and content management. Featuring stunning 4K UHD resolution, slim-bezel designs, built-in CleverLive digital signage, wireless CleverShare screen sharing, and support for both landscape and portrait orientations, the CL Series enables businesses, schools, and public spaces to easily manage dynamic content, real-time alerts, wayfinding, and meeting presentations without requiring additional media players. Available in sizes from 43” to 98”, the latest CL Pro models offer Android-powered performance, Wi-Fi connectivity, multi-zone content layouts, QR code interactivity, remote device management, and reliable 24/7 operation, making them an ideal solution for lobbies, conference rooms, campuses, retail environments, and corporate communications.
Clevertouch Live Rooms
Live Rooms is a room booking solution that simplifies the meeting room booking process. Live Rooms features a 10” tablet that is manufactured with integrated room booking and digital signage software to deliver a powerful product to a busy marketplace. The tablet features red and green LED side lighting for instant availability recognition and is capable of at-the-source and calendar (O365 and ME) room booking with instant updates, to prevent booking overlaps. With analytics that identify users, rooms booked, frequencies, and more, Live Rooms offers a smart room booking solution that, when not in use, can also serve as digital signage and provide instant messages for emergency alerts.
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Cleverhub - Empowering Educational Spaces with Seamless Upgrades
The Cleverhub is a standalone device designed to offer educational institutions an easy and effective way to upgrade their existing legacy systems. With schools, universities, and classrooms increasingly relying on modern technology for interactive learning, Cleverhub provides a simple solution to enhance collaboration without the need for a full infrastructure overhaul.
The Cleverhub transforms your educational environment by bridging the gap between old and new technologies. This easy-to-install device brings powerful tools to your existing setup, helping educators and students collaborate more efficiently, engage in virtual learning, and share content seamlessly. With Cleverhub, educational institutions can quickly transition to the later versions of our software and tools, ensuring that both teachers and students benefit from a modern learning experience.
Designed with simplicity in mind, the Cleverhub works effortlessly with legacy equipment to introduce new capabilities like interactive content sharing and more. It’s the perfect solution for schools looking to modernize their teaching spaces without the hefty cost of replacing all their equipment.
Clevertouch PICO MK5
PICO MK 5 is a mid-range media player with 24/7 playout capability, WIFI connectivity, and is designed for multimedia-zoned presentations with text, images, videos, posters, RSS Feeds, social media content, and audio. The PICO MK 5 is designed to be a companion to CleverLive Digital Signage software, offering the expansion of signage on 3rd party display products.
CleverWall
CleverWall is an all-in-one intelligent display solution for enriched interaction in large spaces, lecture halls, meeting rooms, and more. This videowall solution is available in nine sizes - 120”, 138”, 150”, 165”, 180”, 199”, 220”, 249”, and 299”, the latter three being ultra-wide options or larger spaces like lecture halls. The large displays with in-built audio system and 178-degree viewing angle create an immersive user experience that is unmatched. Its plug-and-play design - one button on/off and smart remote control - make this LED solution user-friendly. Standard features include built-in Android technology, real-time wireless screen-sharing from up to four devices simultaneously, synchronized annotating from multiple devices, and syncing with CleverLive accounts for messaging (instant and scheduled) to all displays for campus or location-wide communication.
Lux Mini
Lux Mini is an accessory designed to extend functionality and provide access to the latest Clevertouch software features for certain interactive display products. The device is intended to support updates to user interface and operating system capabilities for installed displays, enabling continued use of newer software features without full display replacement.
CL Totem
The CL Totem is a freestanding digital signage display designed for deployment in common areas and high-traffic environments within school campuses and other facilities. The display supports visual communications applications such as announcements, wayfinding, and informational messaging, and is intended to extend our digital signage offerings beyond classroom-based installations to broader campus use cases.
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Classroom Audio and School-wide Communication Category
Juno
Juno® is the towering standard of sound quality that reinforces a teacher’s voice so that every student gets a FrontRow seat. Juno sets up in minutes - and yet evenly fills the classroom with the kind of exciting, multi-layered stereo sound typical of larger installed systems. Juno is superior to other products in the classroom audio category, offering premium features such as feedback suppression, digital EQ, Bluetooth, and teacher voice priority. Juno is also uniquely expandable, with the ability to add modules for additional microphones, speakers, analog page override, and Conductor compatibility for networked campus communication.
EzRoom
EzRoom™ is an integrated AV solution designed for larger capital projects such as technology retrofits or new school construction. A highly customizable solution, EzRoom offers wall and ceiling mountable enclosures with pre-installed options customized for a school’s needs, simplifying the installation process for AV integrators (resellers). EzRoom is an “everything but the display” solution, providing sound reinforcement, microphones, speakers, AV control devices, AV wall plates, and networked cameras. The depth and breadth of the solution necessitate a service layer of pre-sale and post-sale support for the channel, supplied by FrontRow architectural/engineering consultant liaisons, providing design support, and the FrontRow Technical Services Group, offering system commissioning and customization. EzRoom can use FrontRow’s SmartIR transmission technology or take advantage of FrontRow’s latest wireless voice technology - ELEVATE - that boasts the benefits of digital RF (Radio Frequency) microphone systems, combined with flexible programmability and ease-of-use features found nowhere else. The ELEVATE teacher microphone can be used as a wearable alert device, notifying administrators of urgent situations in the classroom.
UNITY
UNITY™ is an advanced campus communication and classroom audio solution designed to enhance school safety, improve communication, and create an optimal learning environment. Tailored for seamless integration, UNITY combines classroom audio with campus-wide communication features, offering a scalable solution for both single classrooms and entire school districts. An audio hub in the classroom that can be mounted almost anywhere, UNITY delivers crystal-clear sound reinforcement through microphones, speakers, and audio distribution technology, while also enabling instant communication via paging, intercom, and emergency alerts.
UNITY’s integration with Conductor™ campus communication software allows administrators to manage bells, announcements, and alerts from any device, streamlining campus operations. This system also supports FrontRow’s ELEVATE digital RF wireless microphone technologies, ensuring exceptional audio clarity and reliability. Additionally, the ELEVATE teacher microphone doubles as a wearable alert device, enabling staff to discreetly signal emergencies and enhance school safety. UNITY is the only solution in the classroom audio market to support an in-field upgradable control faceplate with vertical and horizontal orientations, support for remote POE++ power, built-in Bluetooth, customizable mic Action buttons, and a unique ClassLight for visual alert signaling.
Lyrik
The Lyrik™ amplification solution is a small yet portable system for instruction and audio media to be heard anywhere, from the classroom to the bus line, or even online. The tower has an integrated rechargeable battery and can be connected to a computer or other auxiliary audio source either directly using cables or wirelessly using Bluetooth®. Weighing less than 10 pounds, Lyrik is designed to be taken anywhere voice reinforcement is needed whether on campus or off.
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Conductor
The Conductor™ School Communication System is an IP-based, campus-wide communication and control solution that allows administrators to manage their day-to-day operations with Bells, Paging, Intercom, and Alerts. Built on a client-server architecture that utilizes a school’s existing network, Conductor streams digital audio directly to FrontRow EzRoom and Juno Connect equipped classrooms, and interfaces with legacy analog paging systems for common areas to provide comprehensive audio coverage for announcements and alerts. The recently introduced Attention! feature integrates the CleverLive digital signage service with Conductor to synchronize audio with visual alerts to Clevertouch and Mimio interactive panels to maximize the impact of school-wide or zone-specified communications.
FrontRow Live
The FrontRow Live™ is a web-based software service that provides real-time speech-to-text captioning and language translation for classroom instruction. Designed to operate without the need for additional classroom hardware, FrontRow Live converts spoken instruction into live captions and translated text, which may be accessed on compatible devices. The service is intended to support accessibility requirements, multilingual learning environments, and inclusive instruction, and may be deployed independently or in conjunction with our classroom audio systems.
FrontRow Symphony
FrontRow Symphony™ is an IP-based, campus-wide communication and control platform designed to centralize bell scheduling, paging, intercom, classroom audio, and emergency alerting within a single system. Built to operate over a school or district’s existing network infrastructure, FrontRow Symphony enables administrators to manage communications through a browser-based interface that provides centralized configuration, monitoring, and control. The platform is intended to support district-wide standardization of communications, operational efficiency, and campus safety through unified system management.
STEM Category
Through the acquisitions of Modern Robotics, Robo3D, and MyStemKits, Boxlight has added to its portfolio a growing category of STEM; “MimioStem” (science, technology, engineering, and math) products.
Robo3D
Robo E4 is a smart, safe, and simple 3D printer that come with access to over 300+ lessons of 3D printable STEM curriculum, replacement materials, and accessories.
MyStemKits
MyStemKits offers hundreds of standards-driven lesson plans, activities, assessments, and design challenges for grades K-12 math and science teachers. High-quality lesson plans are developed and studied by The Florida Center for Research in Science. Technology, Engineering, and Mathematics (FCR-STEM), which is part of one of the nation’s oldest and most productive university-based education research organizations.
MimioView document camera
Boxlight’s MimioView 350U is a 4K document camera that is integrated with MimioStudio software to make the combination easy to use with a single cable connection that carries power, video, and control. MimioView 350U is fully integrated into our MimioStudio software solution and is controlled through MimioStudio’s applications menu. With two clicks, the teacher or user can turn on, auto-focus, and illuminate the included LED lights for smooth high-definition images.
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Educational Software Category
The Boxlight suite of software and applications is a combination of titles from acquisitions of Mimio, Qwizdom, and Sahara (Clevertouch) - leading brands in the Interactive Display and Formative Assessment Software Categories, and since then capabilities have been built upon that IP. The premise of our software is to provide the “glue” that integrates the hardware to provide a Connected Classroom; help educators inform their decisions in the classroom, through more systematic data about their students’ performance and behaviors; make learning more engaging, interactive, accessible, and innovative; and support teachers in becoming more efficient in planning, preparation, reporting and analysis, and effective in instruction and assessment.
MyClass Student Engagement Platform
MyClass is an online student engagement platform that combines innovative lesson building and instructional tools to create an active learning environment. Teachers can create interactive content and assessments from scratch, import existing lessons and content, or draw from 10,000+ premade digital lessons in the lesson library. Built-in tools for collaboration, instant polling, ad-hoc assessment, allowing teaching and engagement to become more impactful.
LYNX
LYNX Whiteboard is a free-to-use lesson building solution, enabling student collaboration and allowing teachers to bring vibrancy to their lessons with a built-in media search. In addition, LYNX Whiteboard provides searchable images, GIFs, and videos, allowing users to drag content into whiteboard presentations, all in a safe search enabled environment. With the Lynx AI lesson builder, instructors can quickly and easily create lessons and content. With teacher favorites, such as Rainbow Pen and Spotlight included, as well as interactive learning tools, LYNX Whiteboard is packed with features to make lessons flow seamlessly.
Peripherals and Accessories
We offer a line of peripherals and accessories, mobile carts, installation accessories, and adjustable wall-mount accessories that complement our entire line of interactive LED flat-panels and audio solutions.
LessonCam Instructional Camera
The FrontRow LessonCam is a high-definition Pan, Tilt, Zoom (PTZ) instructional camera with 12x optical zoom, enabling dynamic and engaging remote-only, hybrid, or asynchronous learning. LessonCam integrates with the FrontRow EzRoom and Juno classroom audio systems with popular video conferencing solutions such as Microsoft Teams, Microsoft Skype, Zoom, Google Meet, and Cisco Webex. LessonCam is a stand-out educational tool for teachers who want to engage with students wherever they are learning.
Clever Peripherals
Our ever-growing suite of Clevertouch products includes a variety of Clever Peripherals such as OPS PC modules, which is a Windows i5 and i7 modular PC, and our sensor module which plugs into the Clevertouch screens and measures temperature, humidity, CO2, and air quality, as well as an NFC.RFID sensor for logging into screens. In addition, we also offer our Clever Connect device that allows users to mirror directly to the screen. These and other Clever Peripherals continue to enhance the user experience of our Clevertouch displays.
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Boxlight-EOS Professional Development
Boxlight strives to provide the best tools to help teachers improve student outcomes. Through our subsidiary, EOS Education, we can extend our commitment to schools and districts by providing a rich portfolio of classroom training, professional development, and educator certification. EOS Education provides engaging and differentiated professional development for teachers to ensure that every student benefits from the technology tools available in their classrooms and schools. Programs can be customized, building comfort, confidence, and competence using the specific hardware and software platforms available to each teacher.
EOS Education’s unique professional learning experiences are:
| ● | Teacher-centric - We help teachers use the technology they have access to for their specific instructional purposes - we go beyond just point and click. |
| ● | Hands-on - Teachers have an opportunity to practice new technical skills during sessions. |
| ● | Differentiated - Adjusted to current skills, knowledge, and teachers’ in-classroom practices. |
| ● | Job-embedded - Grounded in day-to-day teaching to be relevant, engaging, and practical to implement. |
| ● | Student context - Introducing technology tools to students and how to engage them with purpose. |
Integration Strategy
We are in the process of centralizing our business management for all acquisitions through an enterprise resource planning (“ERP”) system which offers streamlined subsidiary integration utilizing a multi-currency platform. We have strengthened and refined the process to drive front-line sales forecasting to factory production. Through the ERP system, we have synchronized five separate accounting and customer relationship management systems through a cloud-based interface to improve inter-company information sharing and allow the management of the Company to have immediate access to snapshots of the performance of each of our subsidiaries in a common currency. As we grow, organically or through acquisition, we plan to quickly integrate each subsidiary or division into the Company to allow for clearer and earlier visibility of performance to enable timely and effective business decisions.
Logistics (Suppliers)
Logistics is currently provided in the US by our Duluth, Georgia and Petaluma, California facilities and internationally by the Sahara team in London. Together these teams manage multiple third-party logistics partners throughout the world (3PL’s). These 3PL partners allow Boxlight to provide affordable freight routes and shorter delivery times to our customers by providing on-hand inventory in localized markets. Contract manufacturing for Boxlight products is through original design manufacturer (ODM) and original equipment manufacturer (OEM) partners according to Boxlight’s specific engineering requirements and utilizing IP developed and owned by Boxlight. Boxlight’s factories for ODM and OEM are located in the United States, Taiwan, China, Germany, and Turkey.
Technical Support and Service
The Company currently has its core technical support and service centers located near Atlanta, Georgia, Petaluma, California, and London, England. Additionally, the Company’s technical support division is responsible for the repair and management of customer service cases, resulting in more than 60% of the Company’s customer service calls ending in immediate closure of the applicable service cases. We accomplish this as a result of the familiarity between our products and having specialized customer service technicians hired internally and with key partners in certain international markets.
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Sales and Marketing
As of June 30, 2026, our sales and marketing force consisted of 37 account managers in EMEA including a sales director, 22 personnel in the U.S. including one Vice President of Sales, one Vice President of Sales Infrastructure, four regional Vice President of Sales, and five Territory Sales Managers, four sales heads based in Canada and two in Australia. Our marketing team as of June 30, 2026 consisted of a manager of marketing in EMEA, a marketing director, a marketing specialist, and a graphic designer in the U.S., and a marketing coordinator in Canada. Our sales force and marketing teams primarily drive sales of all Boxlight products (including our Mimio, Clevertouch, FrontRow and EOS brands) throughout North, Central and South America, Europe, the Middle East, and Asia. In addition, we go to market through an indirect channel distribution model and utilize traditional value-added resellers and support them with training to become knowledgeable about the products we sell. We currently have approximately 1,000 resellers worldwide.
We believe we offer the most comprehensive integrated product portfolio in today’s education technology industry, along with best-in-class service and technical support. Our award-winning, interactive classroom technology and easy-to-use line of classroom hardware and software solutions provide schools and districts with the most complete line of innovative, progressive, integrated classroom technologies available worldwide.
We are also developing our Corporate, Higher Education, and Government solutions and will have separate sales teams in both the U.S. and in other countries focused on these areas. Our expectation is that over time, opportunities in these areas will expand to be as large or potentially larger than our K-12 Education business.
Competition
The interactive education industry is highly competitive and characterized by frequent product introductions and rapid technological advances that have substantially increased the capabilities and use of interactive flat-panels and interactive whiteboards. Interactive displays, since the time they were first introduced, have evolved from a high-cost technology that involves multiple components requiring professional installers to a one-piece technology that is available at increasingly reduced-price points and affords simple installations. With lowered technology entry barriers, we face heated competition from other interactive display developers, manufacturers, and distributors. We compete with other developers, manufacturers, and distributors of interactive displays and personal computer technologies, tablets, television screens, and smart phones, such as SMART Technologies, Promethean, ViewSonic, Newline, and ClearTouch.
Even with these competitors, the market presents new opportunities in responding to demands to replace outdated and failing interactive displays with more affordable and simpler interactive displays. Our ability to integrate our technologies and remain innovative and develop new technologies desired by our current and potential new contract manufacturing customers will determine our ability to grow our contract manufacturing divisions. In addition, we have begun to see expansion in the market for sales of complementary products that work in conjunction with the interactive technology, including software, audio solutions, communication solutions, data capture, and tablets.
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Employees
As of June 30, 2026, we had the following distribution of employees:
| Operations | 60 | |||
| Sales & Marketing | 70 | |||
| Administration | 19 | |||
| Total | 149 |
The majority of our employees are full-time employees. None of our employees is represented by labor organizations. We consider our relationship with our employees to be excellent. A majority of our employees have entered into non-disclosure and non-competition agreements with us or our operating subsidiaries.
Credit Agreement
In December 2021, the Company and substantially all of its direct and indirect subsidiaries (the “Loan Parties”) entered into a term loan credit facility, dated December 31, 2021 (the “Credit Agreement”), with Whitehawk Finance LLC, as lender (the “Lender”), and White Hawk Capital Partners, LP, as collateral agent (“Whitehawk” or the “Collateral Agent”). Under the Credit Agreement, the Company received an initial term loan of $58.5 million and a subsequent delayed draw facility of up to $10 million (collectively, the “Term Loans”). The Term Loans are secured by substantially all of the assets of the Company. Portions of the Term Loans were subject to repayment in February 2022, and quarterly principal payments of $625,000 and interest payments commenced on March 31, 2022, with the remaining balance originally scheduled to mature on December 31, 2025.
In conjunction with its receipt of the Initial Loan, the Company issued to the Lender (i) 2,201 shares of Class A common stock (the “Shares”), which Shares were registered pursuant to our existing shelf registration statement and were delivered to the Lender in January 2022, (ii) a warrant to purchase 8,514 shares of Class A common stock (subject to increase to the extent of 3% of any Series B and Series C convertible preferred stock converted into Class A common stock), exercisable at $480.00 per share (the “Warrant”), which Warrant may be subject to repricing on March 31, 2022 based on the arithmetic volume weighted average prices for the 30 trading days prior to March 31, 2022, in the event our stock is then trading below $480.00 per share, (iii) a 3% fee of $1,800,000 and (iv) a $500,000 original issue discount. In addition, the Company agreed to register for resale the shares issuable upon exercise of the Warrant. The Company also incurred agency fees, legal fees, and other costs in connection with the execution of the Credit Agreement. Based on the arithmetic volume weighted average prices of the Company’s Class A common stock for the 30 trading days prior to March 31, 2022, the exercise price of the Warrant was reduced to $285.60 per share and the shares increased to 14,309. On July 22, 2022, the Company entered into a Securities Purchase Agreement with an accredited institutional investor. According to the terms of the Credit Agreement, this purchase agreement triggered a reduction of the exercise price of the Warrants. The Warrants were repriced to $264.00, and shares increased to 15,480.
In April 2022, the Company entered into a First Amendment to the Credit Agreement with the Collateral Agent and Lender (the “First Amendment”), pursuant to which the Collateral Agent and Lender agreed to extend the terms of repayment of $8.5 million originally due in February 2022 until February 2023. The First Amendment also included forbearance on certain over-advances to allow the Company to come into compliance with the borrowing base requirements set forth in the Credit Agreement. In addition, the Collateral Agent and Lender agreed to (i) reduce, through September 2022, the minimum cash reserve requirement for the Loan Parties, (ii) reduce the interest rate by 50 basis points (to LIBOR plus 9.75%) after delivery of the Loan Parties’ September 30, 2023 financial statements, subject to the Loan Parties maintaining a 1.75 EBITDA coverage ratio, and (iii) waive all prior events of default under the Credit Agreement. The parties also agreed that no prepayment premiums would be payable with respect to the first $5.0 million paid under the Term Loan, any payments made in relation to the $8.5 million due on or before February 2023, any required amortization payments under the Credit Agreement and any mandatory prepayments by way of excess cash flow or casualty events.
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In June 2022, the Loan Parties entered into a second amendment to the Credit Agreement with the Collateral Agent and Lender (the “Second Amendment”). Under the Second Amendment, the Lender funded a $2.5 million delayed draw term loan and adjusted certain terms of the Credit Agreement, including the Applicable Margin (as defined in the Second Amendment) to 13.25% for LIBOR Rate Loans and 12.25% for Reference Rate Loans, increasing the definition of change of control from 33% voting power to 40% voting power, requiring the Company to engage a financial advisor, and allowing additional time, until July 2022, for the Company to come into compliance with certain borrowing base requirements set forth in the Second Amendment, among other adjustments.
In April 2023, the Company entered into a third amendment to the Credit Agreement with the Collateral Agent and the Lender (the “Third Amendment”). Under the Third Amendment, the Lender funded an additional $3.0 million delayed draw term loan, which was required to be repaid on or prior to September 29, 2023, and adjusted certain terms of the Credit Agreement, including the test period end dates and corresponding Senior Leverage Ratios (as defined in the Credit Amendment) and the minimum liquidity requirements that the Company must maintain compliance with pertaining to certain Borrowing Base Requirements (as defined in the Credit Agreement), among other adjustments. Following this additional draw, no further delayed draws remained under the Credit Agreement. In July 2023, the Company repaid the $3.0 million delayed draw term loan with no prepayment penalties or premiums.
In June 2023, the Company entered into a fourth amendment to the Credit Agreement with the Collateral Agent and the Lender (the “Fourth Amendment”) to replace LIBOR-based rates with a SOFR-based rate. Following the Fourth Amendment, the Company’s interest rate is calculated as the Daily Simple SOFR, subject to a floor of 1%, plus the SOFR Term Adjustment and Applicable Margin, each as defined in the Credit Agreement, as amended. The Fourth Amendment made no other changes to the Credit Agreement.
On March 14, 2024, the Company entered into a fifth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Fifth Amendment”) to (i) amend and restate the Senior Leverage Ratio and Minimum Liquidity (each as defined in the Fifth Amendment), and (ii) waive any event of default that may have arisen directly as a result of the Company’s Financial Covenant Default (as defined in the Fifth Amendment) at December 31, 2023. Under the Fifth Amendment, the Senior Leverage Ratio requirement at March 31, 2024 was amended from 2.00 to 6.00, at June 30, 2024 remained at 2.00 and thereafter remained at 1.75. The Fifth Amendment also added additional financial reporting obligations and additional guarantors under the Credit Agreement.
On April 19, 2024, the Company entered into a sixth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Sixth Amendment”). The Sixth Amendment provided the Company with an additional $2 million working capital bridge loan in April 2024, and an additional $3 million working capital bridge loan in June 2024, of which $2 million was advanced to the Company. The Company was required to pay a fee equal to 6% of the aggregate amount of borrowings under the Sixth Amendment (i.e. $4.0 million). Both working capital bridge loans, including the related fee, were paid in full by November 2024 and were not subject to prepayment penalties.
On August 12, 2024, the Company entered into a seventh amendment to the Credit Agreement with the Collateral Agent and Lender (the “Seventh Amendment”) to (i) reduce the intellectual property sublimit under the borrowing base from $15.0 million to $11.2 million, and (ii) waive the event of default that may have arisen directly as a result of the Financial Covenant Default (as defined in the Seventh Amendment) at June 30, 2024.
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On November 14, 2024, the Company obtained a waiver for the Credit Agreement from the Collateral Agent and Lender (the “November 2024 Waiver”) to waive any events of default that may have arisen directly as a result of (i) the Financial Covenant Default (as defined in the November 2024 Waiver) at September 30, 2024 and (ii) the Borrowing Base Default (as defined in the November 2024 Waiver) for the month ended October 31, 2024. In conjunction with obtaining the waiver, the Company paid down approximately $1.1 million under the Credit Agreement, inclusive of $60 thousand of prepayment penalties.
On March 24, 2025, the Company entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Eighth Amendment”) to (i) provide the Company with an additional $2.5 million working capital bridge loan and (ii) waive any events of default that may have arisen as a result of the Company’s failure to (A) maintain the required ratio of indebtedness to adjusted EBITDA (defined more specifically as the “Senior Leverage Ratio” in the Credit Agreement) for the periods ended December 31, 2024 and March 31, 2025 and (B) maintain a value of specified assets in excess of certain borrowings (defined more specifically as a “Borrowing Base” in the Credit Agreement) for the months ended December 31, 2024, January 31, 2025 and February 28, 2025. In addition, no payments were required to be made by the Company to pay down the borrowing base defaults for December 2024, January 2025, and February 2025. The Company is required to pay a fee equal to 6% of the working capital bridge loan under the Eighth Amendment. The bridge loan, including the related fee, is due and payable in full on August 31, 2025, and is not subject to prepayment penalties.
On August 13, 2025, the Company entered into a forbearance agreement and ninth amendment and waiver to the Credit Agreement with the Collateral Agent and Lender (the “Ninth Amendment”) to waive any events of default that may have arisen directly as a result of (1) the Financial Covenant Event of Default (as defined in the Ninth Amendment) for the period ended June 30, 2025, (2) the Borrowing Base defaults described in the Ninth Amendment for the months ended April 30, 2024, May 31, 2025, June 30, 2025, and July 31, 2025, and (3) the failure to comply with the Recapitalization Requirement. Pursuant to the Ninth Amendment, the Company agreed to increase its quarterly principal payment due on September 30, 2025 from the scheduled $0.7 million to $1.0 million and to change interest payments from being due quarterly to being due monthly beginning in August 2025.
On December 2, 2025, the Company entered into the tenth amendment to Credit Agreement with the Collateral Agent and Lender (the “Tenth Amendment”), which did not modify the maturity date. The amendment (i) waived failure to maintain the required Senior Leverage Ratio of 1.75:1.00 for the period ended September 30, 2025, and borrowing base non-compliance for the months ending July 31 through November 30, 2025, (ii) waived the application of default interest through December 31, 2025, subject to compliance with the amendment terms, (iii) required a voluntary prepayment of not less than $3.0 million without any prepayment premium, (iv) modified certain interest rate terms, (v) reduced the borrowing base allowance for intellectual property and (vi) required that net cash proceeds from equity issuances be applied to prepay outstanding indebtedness in accordance with the Credit Agreement.
On December 18, 2025, the Company entered into the eleventh amendment to Credit Agreement with the Collateral Agent and Lender (the “Eleventh Amendment”) that (i) extended the maturity date of the loans from December 31, 2025 to April 1, 2027, (ii) suspended scheduled amortization payments through June 30, 2026, (iii) removed the Senior Leverage Ratio covenant and replaced it with a Minimum Consolidated Adjusted EBITDA covenant beginning with the period ended March 31, 2026, (iv) imposed minimum liquidity requirements, (v) modified mandatory prepayment provisions related to equity issuances and certain permitted indebtedness, (vi) added governance-related covenants and (vii) permitted limited borrowing base over-advances subject to monthly limits.
Although, as of the date of this prospectus, we have been successful in obtaining a waiver from the Lender regarding the above-mentioned financial covenant default, there can be no assurance that the Lender will not declare an event of default and acceleration of all of our obligations under the Credit Agreement in the event we are unable to get into full compliance with these covenants in the future. See “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, incorporated by reference herein, including “We have not complied with certain covenants, minimum liquidity and borrowing base requirements under the Credit Agreement and this could cause us to be unable to continue to operate as a going concern.”
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The Selling Stockholders identified in this prospectus may offer and sell up to an aggregate amount of 47,112,385 Shares, which Shares consist of:
| (i) | 30,438,310 shares of Class A Common Stock being registered in respect of the Preferred Stock, representing 200% of the shares currently issuable upon conversion of 937,500 shares of Preferred Stock, assuming conversion at the Adjusted Floor Price as of August 31, 2026. |
| (ii) | Up to 15,000,000 shares issuable to Secure Net Capital LLC pursuant to the ELOC; and |
| (iii) | 48,702 Commitment Shares (or shares of Class A Common Stock issuable upon exercise of pre-funded warrants) issued to Secure Net Capital LLC, and up to 194,805 additional True-Up Commitment Shares (or shares of Class A Common Stock issuable upon exercise of pre-funded warrants) issuable to Secure Net Capital LLC, in each case as a commitment fee pursuant to the ELOC. |
In addition, the Shares include 1,430,568 shares of Common Stock issued or issuable to J.J. Astor upon conversion of amounts owed under the Inventory Finance Agreement.
For additional information regarding the issuance of the Shares, see “Recent Developments” on page 1.
We are registering the Shares in order to permit the Selling Stockholders to offer the Shares for resale from time to time. Except for the ownership of the Preferred Stock, the entrance into the ELOC and, in the case of J.J. Astor, the Inventory Finance Agreement and the relationships described in this paragraph, the Selling Stockholders have not had any material relationship with us within the past three years. Michael Pope, our Executive Chairman, is the Chief Executive Officer of J.J. Astor, and J.J. Astor is beneficially owned, directly or indirectly, by a private investment fund affiliated with Mr. Pope.
The Selling Stockholders may from time to time offer and sell under this prospectus any or all of their Shares described under the column “Maximum Number of Class A Common Stock to be Sold Pursuant to this Prospectus” in the table below.
We cannot give an estimate as to the number of Shares that will actually be held by the Selling Stockholders upon termination of this Offering because the Selling Stockholders may offer some or all of the Shares being registered on their behalf under the Offering contemplated by this prospectus or acquire additional shares of Common Stock. The total number of Shares that may be sold hereunder will not exceed the number of Shares offered hereby. Please read the section entitled “Plan of Distribution” in this prospectus.
The Shares being registered hereby may not represent all shares of Common Stock that may ultimately become issuable to the Selling Stockholders upon conversion of the Preferred Stock, or pursuant to the Equity Purchase Agreement, and the Company may be required to register additional shares of Common Stock pursuant to the Registration Rights Agreement.
The following table sets forth the name of each Selling Stockholder, the number of shares of Common Stock beneficially owned by each Selling Stockholder before this Offering, the maximum number of shares of Common Stock to be sold pursuant to this prospectus for each Selling Stockholder’s account and the number and (if one percent or more) the percentage of the class of our securities to be beneficially owned by each Selling Stockholder after completion of the Offering. The number of shares of Common Stock owned are those beneficially owned, as determined under the rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares of our Common Stock as to which a person has sole or shared voting power or investment power and any shares of Common Stock which the person has the right to acquire within 60 days of the date as of which the information is provided, through the exercise of any option, warrant or right, through conversion of the Preferred Stock or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement, and such shares are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other person. Beneficial ownership percentages are calculated based on approximately 844,544 shares of our Common Stock outstanding as of September 18, 2026.
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The Preferred Stock and the ELOC contain beneficial ownership limitations, such that the Company may not effect any conversion of Preferred Stock or issue Common Stock under the ELOC to the extent that, after giving effect to such conversion or issuance, the applicable Selling Stockholder, together with its affiliates, would beneficially own in excess of 4.99% (which limitation may not be waived in the case of the Preferred Stock, and which may be increased to not more than 9.99% upon 61 days’ prior notice in the case of the ELOC) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or issuance. The number of shares in the second column of the table below does not reflect these limitations. The Selling Stockholders may sell all, some or none of their Common Stock in this Offering. See “Plan of Distribution.”
Unless otherwise set forth below, (a) each Selling Stockholder named in the table below has sole voting and sole investment power with respect to the Shares set forth opposite its name, subject to community property laws, where applicable, and (b) each Selling Stockholder has not had any position, office or other material relationship within the past three years with us or with any of our predecessors or affiliates, other than as described in this prospectus. The number of shares of Common Stock shown as beneficially owned before the Offering is based on information furnished to us or otherwise based on information available to us at the time of the filing of the registration statement of which this prospectus forms a part.
| Number of Shares of Class A Common Stock Beneficially Owned Prior to Offering (1) | Maximum Shares to be Sold | Number of Shares of Class A Common Stock Beneficially Owned After Offering | ||||||||||||||||||
| Name of Selling Stockholder | Shares | % | Pursuant
to this Prospectus (2) | Shares | % | |||||||||||||||
| Secure Net Capital LLC(3) | 36,501 | 4.3 | % | 35,535,714 | 0 | - | % | |||||||||||||
| Shakawe Capital LLC(4) | 36,680 | 4.3 | % | 8,116,883 | 0 | - | % | |||||||||||||
| ClearThink Capital Partners LLC(5) | 36,680 | 4.3 | % | 2,029,220 | 0 | - | % | |||||||||||||
| J.J. Astor & Co.(6) | 167,290 | 19.8 | % | 1,430,568 | 0 | - | % | |||||||||||||
| (1) | Based on 844,544 shares of Common Stock outstanding as of September 18, 2026. |
| (2) | Includes (i) 200% of all Conversion Shares then issued or issuable upon conversion of the Preferred Stock, assuming conversion at the Adjusted Floor Price, (ii) all shares of Class A Common Stock issued and issuable under the ELOC, based on the maximum number of shares that may be issued under the ELOC (as described in Footnote 3), and (iii) any securities issued or issuable upon stock splits, dividends or similar events with respect to the foregoing. The Preferred Stock and the ELOC are subject to beneficial ownership limitations of 4.99% (which limitation may not be waived in the case of the Preferred Stock, and which may be increased to not more than 9.99% upon 61 days’ prior notice in the case of the ELOC). |
| (3) | Secure Net Capital LLC is a Nevada limited liability company. Alois Ryan Rubenbauer III, the Managing Member of Secure Net Capital LLC, has voting and dispositive power over the shares held by Secure Net Capital LLC. The maximum number of shares to be sold pursuant to this prospectus by Secure Net Capital LLC consists of: (i) 20,292,207 shares of Class A Common Stock, representing 200% of the 10,146,103 Conversion Shares issuable upon conversion of 625,000 shares of Series D Convertible Preferred Stock (Stated Value of $6,250,000) at the initial Adjusted Floor Price of $0.6160 per share as set forth in the Certificate of Designation; (ii) 48,702 Commitment Shares (or shares of Class A Common Stock issuable upon exercise of pre-funded warrants) issued pursuant to the ELOC, subject to upward adjustment to 243,507 under the True-Up mechanism in Section 6.4(b) of the ELOC if the Nasdaq Official Closing Price on the effectiveness date of the Registration Statement (or the date on which the initial Commitment Shares become eligible for resale under Rule 144) is less than the initial Commitment Share reference price; and (iii) 15,000,000 shares of Class A Common Stock issuable upon future put notices under the ELOC, calculated by dividing the $15,000,000 Maximum Commitment Amount by the $1.00 minimum closing-price threshold for Regular Puts set forth in Section 2.1(d) of the ELOC. The $1.00 threshold is waivable by the Investor in its sole discretion; accordingly, the 15,000,000-share ELOC put-share component represents the maximum assuming such threshold is not waived. In addition, Intraday Puts under the ELOC are not subject to the $1.00 minimum closing-price condition and could yield additional shares if executed at prices below $1.00 per share. The ELOC provides for purchases of up to $15,000,000 of Class A Common Stock at a purchase price equal to 95% of the applicable market price, subject to volume limitations and other conditions set forth therein. For the purposes of this offering, Secure Net Capital LLC is deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, with respect to the shares of Common Stock that may be issued to it under the Equity Purchase Agreement. |
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| (4) | Shakawe Capital LLC is a limited liability company. Dmitriy Shapiro, the Managing Partner of Shakawe Capital LLC, has voting and dispositive power over the shares held by Shakawe Capital LLC. The maximum number of shares to be sold pursuant to this prospectus by Shakawe Capital LLC consists of 8,116,883 shares of Class A Common Stock, representing 200% of the 4,058,441 Conversion Shares issuable upon conversion of 250,000 shares of Series D Convertible Preferred Stock (Stated Value of $2,500,000) at the initial Adjusted Floor Price of $0.6160 per share as set forth in the Certificate of Designation. |
| (5) | ClearThink Capital Partners LLC is a limited liability company. Brian Loper, the Manager of ClearThink Capital Partners LLC, has voting and dispositive power over the shares held by ClearThink Capital Partners LLC. The maximum number of shares to be sold pursuant to this prospectus by ClearThink Capital Partners LLC consists of 2,029,220 shares of Class A Common Stock, representing 200% of the 1,014,610 Conversion Shares issuable upon conversion of 62,500 shares of Series D Convertible Preferred Stock (Stated Value of $625,000) at the initial Adjusted Floor Price of $0.6160 per share as set forth in the Certificate of Designation. |
| (6) | J.J. Astor & Co. is a Utah corporation. Michael Pope, our Executive Chairman, is the Chief Executive Officer of J.J. Astor & Co., and J.J. Astor & Co. is beneficially owned, directly or indirectly, by a private investment fund affiliated with Mr. Pope. The maximum number of shares to be sold pursuant to this prospectus by J.J. Astor & Co. consists of: (i) 167,290 shares of Class A Common Stock issued upon prior conversions under the Inventory Finance Agreement; (ii) 1,062,737 shares of Class A Common Stock issuable upon conversion of the $2,652,748.98 outstanding balance under the Inventory Finance Agreement as of August 31, 2026, at an assumed conversion price of $2.49615 per share, representing 90% of the assumed lowest volume weighted average closing price of $2.7735 per share; and (iii) 200,541 Make Whole Shares issuable in satisfaction of the $556,200 proceeds protection obligation, at an assumed valuation of $2.7735 per share. Because the conversion price and the Make Whole Share valuation float with the market price of the Class A Common Stock, the actual number of shares issuable may be greater or less than the number registered. |
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Description of Capital Stock
The following is a summary of the material terms of our Class A common stock, which is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and provisions of our Eleventh Amended and Restated Articles of Incorporation, as amended by the Certificates of Change filed with the Nevada Secretary of State effective June 14, 2023, February 14, 2025, December 22, 2025 and June 22, 2026, and as further amended by the amendments to the Articles of Incorporation approved by the shareholders on August 8, 2025 and July 23, 2026 (collectively, the “Charter”), and our Amended and Restated Bylaws (the “Bylaws”). This description is summarized from, and qualified in its entirety by reference to, the Charter and Bylaws, each of which is filed as an exhibit to this Registration Statement on Form S-1. We encourage you to read our Charter, our Bylaws, and the applicable provisions of the Nevada Revised Statutes.
Authorized Capital Stock
As of the date of this prospectus, after giving effect to (i) the 1-for-8 reverse stock split of Class A common stock effected on June 14, 2023, (ii) the 1-for-5 reverse stock split of Class A common stock effected on February 14, 2025, (iii) the amendment to our Articles of Incorporation approved by shareholders on August 8, 2025 increasing the authorized shares of Class A common stock to 25,000,000, (iv) the 1-for-6 reverse stock split of Class A common stock effected on December 22, 2025, (v) the 1-for-6 reverse stock split of Class A common stock effected on June 22, 2026, and (vi) the amendment to our Articles of Incorporation approved by shareholders on July 23, 2026 increasing the authorized shares of Class A common stock to 55,000,000, our authorized capital stock consists of 155,000,000 shares, of which 55,000,000 shares are designated Class A common stock, par value $0.0001 per share; 50,000,000 are designated Class B common stock, par value $0.0001 per share; and 50,000,000 shares are designated preferred stock, par value $0.0001 per share, of which 250,000 shares are designated as Series A Preferred Stock, 1,586,620 shares are designated as Series B Preferred Stock and 937,500 shares are designated as Series D Convertible Preferred Stock.
Reverse Stock Splits
1-for-5 Reverse Stock Split. On February 14, 2025, the Company effected a 1-for-5 reverse stock split of its Class A common stock. At the effective time, every five shares of Class A common stock were automatically reclassified into one share of Class A common stock. The authorized shares of Class A common stock were reduced proportionally from 18,750,000 to 3,750,000. No fractional shares were issued; any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. Proportionate adjustments were made to outstanding equity awards, warrants, equity incentive plan share pools, and the conversion factor of the Company’s convertible preferred stock. The par value remained $0.0001 per share. The Class A common stock began trading on a split-adjusted basis on The Nasdaq Capital Market on February 18, 2025.
1-for-6 Reverse Stock Split. On December 22, 2025, the Company effected a 1-for-6 reverse stock split of its Class A common stock. At the effective time, every six shares of Class A common stock were automatically reclassified into one share of Class A common stock. The authorized shares of Class A common stock were reduced proportionally from 25,000,000 to 4,166,667 (reflecting the increase in authorized shares to 25,000,000 approved by shareholders on August 8, 2025). No fractional shares were issued; any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. Proportionate adjustments were made to outstanding equity awards, warrants (resulting in each warrant becoming exercisable for 1/6th of a share of Class A common stock), equity incentive plan share pools, and the conversion factor of the Company’s convertible preferred stock. The par value remained $0.0001 per share. The Class A common stock began trading on a split-adjusted basis on The Nasdaq Capital Market on December 23, 2025. The CUSIP number for the Class A common stock changed to 103197406.
1-for-6 Reverse Stock Split. On June 22, 2026, the Company effected a 1-for-6 reverse stock split of its Class A common stock. At the effective time, every six shares of Class A common stock issued and outstanding or held as treasury stock were automatically reclassified into one share of Class A common stock. The authorized shares of Class A common stock were reduced proportionally from 4,166,667 shares to 694,445 shares. No fractional shares were issued; any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. Proportionate adjustments were made to outstanding equity awards, the number of shares issuable under the Company’s equity incentive plans and certain existing agreements, and the exercise, grant, and acquisition prices of such equity awards, as applicable. Proportionate adjustments were also made to outstanding warrants, resulting in each warrant becoming exercisable for 1/6th of a share of Class A common stock, and to the conversion factor of the Company’s convertible preferred stock. The par value remained $0.0001 per share. The Class A common stock began trading on a split-adjusted basis on The Nasdaq Capital Market on June 22, 2026, under the existing symbol “BOXL.” The CUSIP number for the Class A common stock changed to 103197505.
Unless otherwise noted, all share and per share amounts in this description give effect to the 1-for-5 reverse stock split effected on February 14, 2025, and to each of the 1-for-6 reverse stock splits effected on December 22, 2025, and June 22, 2026.
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Common Stock
Class A Common Stock
Our Class A common stock is listed on The Nasdaq Capital Market under the ticker symbol “BOXL.”
Voting Rights. Each share of our Class A common stock entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders. Cumulative voting for the election of directors is not provided for in our articles of incorporation, as amended and restated.
Dividend Rights. Subject to the rights of the holders of preferred stock, as discussed below, the holders of outstanding Class A common stock are entitled to receive dividends out of funds legally available at the times and in the amounts that the board of directors may determine.
Liquidation Rights. In the event of our liquidation or dissolution, the holders of our Class A common stock are entitled to share ratably in the assets available for distribution after the payment of all of our debts and other liabilities, subject to the prior rights of the holders of our preferred stock.
Other Matters. The holders of our Class A common stock have no subscription, redemption or conversion privileges. Our Class A common stock does not entitle its holders to preemptive rights. All of the outstanding shares of our Class A common stock are fully paid and non-assessable. The rights, preferences and privileges of the holders of our Class A common stock are subject to the rights of the holders of shares of any series of preferred stock which we may issue in the future.
Class B Non-Voting Common Stock
Our Charter authorizes Class B common stock, although at present we have no Class B common stock issued and outstanding. Our Class B common stock is only available for issuance upon exercise of stock options to be granted to Boxlight Group employees.
Voting Rights. The holders of Class B common stock have no voting rights, other than voting only on such matters as required by law.
Conversion Rights. Upon any public or private sale or disposition by any holder of Class B common stock, such shares of Class B common stock shall automatically convert into shares of Class A common stock.
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Preferred Stock
Our board of directors has the authority to issue preferred stock in one or more classes or series and to fix the designations, powers, preferences, and rights, and the qualifications, limitations or restrictions thereof including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, without further vote or action by the stockholders. The total number of shares of preferred stock authorized for issuance is 50,000,000, par value $0.0001 per share, of which 250,000 shares are designated Series A Preferred Stock, 1,586,620 shares are designated Series B Preferred Stock and 937,500 shares are designated Series D Convertible Preferred Stock The authorized number of shares of preferred stock was not affected by the reverse stock splits described above. Our Series A Preferred Stock remains outstanding and accrues dividends; see “Dividend Policy.”
Series B Preferred Stock
On October 1, 2025, the Company entered into an agreement to modify the terms of the Series B Preferred Stock as set forth in an Amendment to the Certificate of Designation filed with the Nevada Secretary of State on October 2, 2025. The amended terms, among other things, eliminated the conversion and redemption rights of the Series B Preferred Stock holders and adjusted the dividend accrual rates. As a result of these modifications, the Company classifies the Series B Preferred Stock as permanent equity on its consolidated balance sheet. The holders of Series B Preferred Stock have no voting rights, other than as required by law. As of December 31, 2025, 1,586,620 shares of Series B Preferred Stock are designated and outstanding, each with a liquidation value of $10.00 per share
Series C Preferred Stock
On October 1, 2025, the holders of all 1,320,850 outstanding shares of Series C Preferred Stock converted their holdings into 194,843 shares of Class A common stock (as adjusted for the two subsequent 1-for-6 reverse stock splits, approximately 5,412 shares). As of December 31, 2025, no shares of Series C Preferred Stock remain outstanding.
Series D Preferred Stock
On August 5, 2026, Boxlight entered into a private placement financing involving 937,500 shares of newly designated Series D Convertible Preferred Stock. The securities were sold at a purchase price of $8.00 per share, with each share carrying a $10.00 stated value and liquidation value, which reflects a 20% original issue discount (OID). The aggregate subscription amount was $7.5 million, representing $9.375 million of stated value. The financing was structured in two tranches: an initial $5.5 million tranche and a second $2.0 million tranche tied to, among other things, the effectiveness of a resale registration statement and certain required stockholder approvals.
The Series D Preferred Stock ranks senior to Boxlight’s Class A and Class B common stock with respect to liquidation distributions. It is non-voting, except on matters that would adversely affect the rights of the Series D holders. The stock does not pay regular dividends, but if a Dividend Trigger Event occurs—such as an event of default or the common stock trading below the applicable floor price for five consecutive trading days—a 20% per annum cumulative default dividend accrues daily on the then-effective stated value, is payable monthly in arrears, and is payable solely in kind by increasing the stated value of the preferred stock. In addition, upon an event of default the stated value of each outstanding share automatically increases by 20%. In a liquidation, holders are entitled to receive an amount equal to the number of shares of Series D Preferred Stock then outstanding multiplied by the then-effective Stated Value per share (initially $10.00, subject to increase by the 20% Default Premium upon an event of default and by any accrued default dividends added to the Stated Value) before any distributions are made to junior equity holders.
The Series D Preferred Stock is convertible into Class A common stock at any time after issuance, with the conversion price determined under the certificate of designation and generally based on a discount to recent market prices, subject to a floor price and other limitations. Conversions are subject to a 4.99% beneficial ownership cap per holder. In addition, unless Boxlight obtains the necessary stockholder approvals, conversions are limited by a 19.99% Nasdaq exchange cap, which restricts issuances above that threshold without shareholder approval under Nasdaq rules. Under the Securities Purchase Agreement, Boxlight is required to reserve at all times a number of shares of Class A common stock equal to not less than 300% of the shares issuable upon conversion in full of the Series D Preferred Stock, including accrued and unpaid dividends, at the Floor Price then in effect, and without regard to any conversion limitations.
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Governing Documents that May Have an Antitakeover Effect
Certain provisions of our Eleventh Amended and Restated Articles of Incorporation and our Bylaws, which are discussed below, could discourage or make it more difficult to accomplish a proxy contest, change in our management or the acquisition of control by a holder of a substantial amount of our voting stock.
| ● | Our Eleventh Amended and Restated Articles of Incorporation provide that our board of directors has the authority to issue preferred stock in one or more classes or series and fix such designations, powers, preferences and rights and the qualifications thereof without further vote by our stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders and may adversely affect the voting and other rights of the holders of our Class A common stock. |
| ● | Our Bylaws limit the ability to call special meetings of the stockholders to the chairman of the board of directors, the vice chairman of the board, the chief executive officer, the president or a majority of authorized directors. The stockholders have no right to request or call a special meeting and cannot take action by written consent. |
| ● | Our Bylaws provide that the removal of a director from the board, with or without cause, must be by affirmative vote of not less than 2/3 of the voting power of our issued and outstanding stock entitled to vote generally in the election of directors (voting as a single class), excluding stock entitled to vote only upon the happening of a fact or event unless such fact or event shall have occurred, is required to remove a director from the Board with or without cause. |
We expect that these provisions will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our board of directors the power to discourage acquisitions that some stockholders may favor.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for shares of our Common Stock and preferred stock is VStock Transfer, LLC, Woodmere, New York. Our Transfer Agent and Registrar’s telephone number is (212) 828-8436.
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We are registering the Shares to permit the resale of these Shares by the Selling Stockholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the Selling Stockholders of the Shares. We will bear all fees and expenses incident to our obligation to register the Shares. The Selling Stockholders may sell all or a portion of the Shares held by them and offered hereby from time to time directly or through one or more underwriters, broker dealers or agents. If the Shares are sold through underwriters or broker-dealers, the Selling Stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:
| ● | on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; | |
| ● | in the over-the-counter market; | |
| ● | in transactions otherwise than on these exchanges or systems or in the over-the counter market account; | |
| ● | through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; | |
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
| ● | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; | |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | |
| ● | an exchange distribution in accordance with the rules of the applicable exchange | |
| ● | privately negotiated transactions; or | |
| ● | broker-dealers may agree with a selling security holder to sell a specified number of such shares at a stipulated price per share; | |
| ● | short sales made after the date the Registration Statement is declared effective by the SEC; | |
| ● | a combination of any such methods of sale; and | |
| ● | any other method permitted pursuant to applicable law. |
The Selling Stockholders may also sell Shares under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather than under this prospectus. In addition, the Selling Stockholders may transfer the shares of Common Stock by other means not described in this prospectus. If the Selling Stockholders effect such transactions by selling the Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Stockholders or commissions from purchasers of the Shares for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the Shares or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Shares in the course of hedging in positions they assume. The Selling Stockholders may also sell shares of Common Stock short and deliver Shares covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Stockholders may also loan or pledge the Shares to broker-dealers that in turn may sell such Shares. Notwithstanding the foregoing, Secure Net Capital LLC is subject to the restrictions on Short Sales set forth in the Equity Purchase Agreement, including the prohibition on Short Sales while the facility remains outstanding, subject to the exceptions set forth therein.
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The Selling Stockholders may pledge or grant a security interest in some or all of the Preferred Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The Selling Stockholders also may transfer and donate the Shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
For the purposes of this offering, Secure Net Capital LLC is deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act in connection with the resale of shares of Common Stock acquired under the Equity Purchase Agreement. Accordingly, any profits on the resale of such shares by Secure Net Capital LLC and any discounts, commissions or concessions received by Secure Net Capital LLC may be deemed to be underwriting discounts and commissions under the Securities Act.
To the extent required by the Securities Act and the rules and regulations thereunder, the Selling Stockholders and any broker-dealer participating in the distribution of the Shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the Shares is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.
Under the securities laws of some states, the Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
There can be no assurance that any Selling Stockholder will sell any or all of the Shares registered pursuant to the registration statement, of which this prospectus forms a part.
The Selling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of Common Stock by the selling stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock.
We will pay all expenses of the registration of the Shares pursuant to the registration rights agreement, estimated to be $194,302.06 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, a Selling Stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the Selling Stockholders against liabilities, including liabilities under the Securities Act, to the extent provided in the applicable Registration Rights Agreement, and the Selling Stockholders will have the rights to contribution provided therein. We will have such rights to indemnification or contribution from a Selling Stockholder solely to the extent provided in the applicable Registration Rights Agreement.
Once sold under the registration statement, of which this prospectus forms a part, the Shares will be freely tradable in the hands of persons other than our affiliates.
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Lucosky Brookman LLP serves as our legal counsel in connection with this offering.
The financial statements of Boxlight Corporation as of December 31, 2025 are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and incorporated herein by reference, and have been so included in reliance on the report of Cherry Bekaert LLP, an independent registered public accounting firm, (such report including an explanatory paragraph regarding our ability to continue as a going concern), given on the authority of said firm as experts in auditing and accounting.
The consolidated financial statements of Boxlight Corporation as of December 31, 2024 and for the year then ended, have been audited by Forvis Mazars, LLP, independent registered public accounting firm, as set forth in their report thereon, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and incorporated herein by reference. Such consolidated financial statements have been incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The report of Forvis Mazars, LLP, contains an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference” information that we file with it into this prospectus, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained in this prospectus.
We incorporate by reference the following documents or information that we have filed with the SEC:
| ● | our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 15, 2026; | |
| ● | our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 filed with the SEC on August 13, 2025, for the quarterly period ended September 30, 2025 filed with the SEC on November 14, 2025, for the quarterly period ended March 31, 2026 filed with the SEC on May 15, 2026, and for the quarterly period ended June 30, 2026 filed with the SEC on August 14, 2026; and | |
| ● | our Current Reports on Form 8-K filed with the SEC on January 16, 2026, February 23, 2026, April 7, 2026, April 13, 2026, April 23, 2026, May 15, 2026, June 5, 2026, June 22, 2026, July 2, 2026, July 29, 2026, August 4, 2026, August 11, 2026, August 12, 2026, and August 25, 2026. |
All other reports and documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date that this registration statement becomes effective and after the date of this prospectus but before the termination of the offering of the securities described in this prospectus shall be deemed to be incorporated by reference into this prospectus.
Notwithstanding the statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information that we have “furnished” to the SEC pursuant to the Exchange Act shall be incorporated by reference into this prospectus.
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Any statement contained in this prospectus or contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed supplement to this prospectus, or document deemed to be incorporated by reference into this prospectus, modifies or supersedes such statement. Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You may request a copy of these filings at no cost, by writing or telephoning us at the following address:
Boxlight Corporation
2750 Premiere Parkway, Ste. 900
Duluth, Georgia 30097
Attn: Michael Pope
678-367-0809
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement.
For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference into this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should assume that the information contained in this prospectus, or any document incorporated by reference in this prospectus, is accurate only as of the date of those respective documents, regardless of the time of delivery of this prospectus or any sale of our securities.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public from commercial document retrieval services and over the Internet at the SEC’s website at http://www.sec.gov.
We also maintain a website at www.boxlight.com. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection with this registration statement. All of such expenses are estimates, other than the filing fees payable to the Securities and Exchange Commission (“SEC”). We will pay all these expenses.
| Amount to be paid | ||||
| SEC registration fee | $ | 28,302.06 | ||
| Accounting fees and expenses | $ | 100,000 | ||
| Legal fees and expenses | $ | 50,000 | ||
| Transfer Agent fees and expenses | $ | 1,000 | ||
| Miscellaneous fees and expenses | $ | 15,000 | ||
| Total | $ | 194,302.06 | ||
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
We are a Nevada corporation, and accordingly, we are subject to the corporate laws under the Nevada Revised Statutes. Article 9 of our Amended and Restated Articles of Incorporation, Article 8 of our by-laws and the Nevada Revised Business Statutes, contain indemnification provisions.
Our Amended and Restated Articles of Incorporation provides that we will indemnify, in accordance with our by-laws and to the fullest extent permitted by the Nevada Revised Statutes or any other applicable laws, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including an action by or in the right of the corporation, by reason of such person acting as a director or officer of the corporation or any of its subsidiaries against any liability or expense actually and reasonably incurred by such person. We will be required to indemnify an officer or director in connection with an action, suit or proceedings initiated by such person only if (i) such action, suit or proceeding was authorized by the Board and (ii) the indemnification does no relate to any liability arising under Section 16(b) of the Exchange Act, as amended, or rules or regulations promulgated thereunder. Such indemnification is not exclusive of any other right to indemnification provided by law or otherwise. Indemnification shall include payment by us of expenses in defending an action or proceeding in advance of final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it’s ultimately determined that such person is not entitled to indemnification.
We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements require us, among other things, to indemnify our directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request.
We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.
In any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act of 1933, as amended, or the Securities Act, against certain liabilities.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Please read “Item 17. Undertakings” for more information on the SEC’s position regarding such indemnification provisions.
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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, we have issued and sold the following securities without registration under the Securities Act of 1933, as amended (the “Securities Act”). Unless otherwise indicated, all share amounts and per-share prices give effect to (i) the 1-for-5 reverse stock split of our Class A common stock effected on February 14, 2025, (ii) the 1-for-6 reverse stock split of our Class A common stock effected on December 22, 2025, and (iii) the 1-for-6 reverse stock split of our Class A common stock effected on June 22, 2026.
February 2025 Private Placement
On February 19, 2025, we entered into a Securities Purchase Agreement with certain institutional accredited investors, pursuant to which we agreed to issue and sell, in a private placement priced at-the-market under the rules of The Nasdaq Stock Market, an aggregate of (i) 7,222 shares of our Class A common stock, (ii) pre-funded warrants to purchase up to an aggregate of 29,528 shares of Class A common stock at an exercise price of $0.0001 per share, and (iii) common warrants to purchase up to an aggregate of 36,750 shares of Class A common stock at an exercise price of $76.68 per share. The combined purchase price was $76.68 per share of Class A common stock and accompanying common warrant (and $76.6799 per pre-funded warrant and accompanying common warrant). The private placement closed on February 21, 2025, and the gross proceeds were approximately $2.8 million, before deducting placement agent fees and other offering expenses. Maxim Group LLC acted as placement agent for the offering. The securities were offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The purchasers represented that they were accredited investors as defined in Rule 501(a) of Regulation D, and the offering was conducted without general solicitation or advertising.
October 2025 Conversion of Series C Preferred Stock
Effective October 1, 2025, we entered into an agreement with all holders of our Series C Preferred Stock, pursuant to which all 1,320,850 outstanding shares of Series C Preferred Stock were converted into an aggregate of 32,474 shares of Class A common stock (as adjusted for the subsequent 1-for-6 reverse stock split effected on December 22, 2025). The Series C Preferred Stock had been originally issued on September 25, 2020 in connection with our acquisition of Sahara Holdings Limited. No cash consideration was paid in connection with the conversion; the shares of Class A common stock were issued solely in exchange for the outstanding shares of Series C Preferred Stock. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act, as the shares of Class A common stock were issued exclusively in exchange for other outstanding securities of the Company, no commission or other remuneration was paid or given directly or indirectly for soliciting the exchange, and the terms of the exchange did not involve any public offering.
April 2026 J.J. Astor Debt Conversion
On April 1, 2026, we entered into an amendment to our inventory finance agreement with J.J. Astor & Co. (“J.J. Astor”), a Utah corporation and an entity beneficially owned, directly or indirectly, by a private investment fund managed by Michael Pope, the Chairman of our Board of Directors. Pursuant to the amendment, $556,200 of the outstanding balance under the inventory finance agreement was converted into 100,000 shares of our Class A common stock at a conversion price of $5.562 per share (as adjusted for the 1-for-6 reverse stock split effected on June 22, 2026). The issuance was exempt from registration under Section 4(a)(2) of the Securities Act, as the transaction did not involve a public offering and J.J. Astor represented that it was an accredited investor as defined in Rule 501(a) of Regulation D.
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August 2026 J.J. Astor Debt Conversions
On August 17, 2026, $75,608.38 of outstanding obligations under our inventory finance agreement with J.J. Astor was converted into 30,290 shares of our Class A common stock at a conversion price of $2.49615 per share. On August 19, 2026, an additional $92,357.55 of outstanding obligations under the inventory finance agreement was converted into 37,000 shares of our Class A common stock at a conversion price of $2.49615 per share. Each issuance was exempt from registration under Section 4(a)(2) of the Securities Act, as the transactions did not involve a public offering and J.J. Astor represented that it was an accredited investor as defined in Rule 501(a) of Regulation D.
August 2026 Series D Convertible Preferred Stock Private Placement
On August 5, 2026, we entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which we agreed to issue and sell an aggregate of 937,500 shares of our newly designated Series D Convertible Preferred Stock, par value $0.0001 per share, at a purchase price of $8.00 per share (each share having a stated value of $10.00, reflecting a 20% original issue discount), for aggregate gross proceeds of $7,500,000. The offering was structured in two tranches: (i) Tranche One, consisting of 687,500 shares for aggregate proceeds of $5,500,000, funded at the initial closing on August 6, 2026, and (ii) Tranche Two, consisting of 250,000 shares for aggregate proceeds of $2,000,000, payable upon effectiveness of the resale registration statement covering the shares of Class A common stock issuable upon conversion of the Series D Convertible Preferred Stock, subject to the terms of the Securities Purchase Agreement. The Series D Convertible Preferred Stock is convertible into shares of Class A common stock at a conversion price determined by the Certificate of Designation. RBW Capital Partners LLC and Dawson James Securities, Inc. acted as co-placement agents for the offering. The securities were offered and sold in a private placement exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder. The purchasers represented that they were accredited investors as defined in Rule 501(a) of Regulation D, and the offering was conducted without general solicitation or advertising.
Equity Purchase Agreement and Pre-Funded Warrants
Concurrently with the Series D Convertible Preferred Stock financing, on August 5, 2026, we entered into an Equity Purchase Agreement with Secure Net Capital LLC (the “Investor”), pursuant to which we have the right, but not the obligation, to sell to the Investor up to $15,000,000 in aggregate value of shares of our Class A common stock over a 36-month commitment period. As consideration for the Investor’s commitment under the Equity Purchase Agreement, we agreed to pay a commitment fee of $150,000 in shares of Class A common stock or, at the Investor’s election, pre-funded warrants exercisable at $0.0001 per share, covering 243,507 shares of Class A common stock. The shares of Class A common stock issuable under the Equity Purchase Agreement (including any commitment fee shares and shares issuable upon exercise of the pre-funded warrants) were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Investor represented that it was an accredited investor as defined in Rule 501(a) of Regulation D.
Whitehawk Warrant Adjustments
On December 31, 2021, in connection with entering into our Credit Agreement with Whitehawk Finance LLC, we issued a warrant to purchase shares of our Class A common stock. The warrant contains anti-dilution adjustment provisions pursuant to which certain subsequent equity issuances at a price per share less than the then-effective exercise price trigger adjustments to the exercise price and the number of shares issuable upon exercise. During the three-year period preceding the date of this registration statement, the following anti-dilution adjustments occurred: (i) in connection with our February 2025 private placement, the exercise price was adjusted to $698.04 per share and the number of warrant shares was adjusted to 5,854; (ii) in connection with our September 2025 registered direct offering, the exercise price was adjusted to $543.96 per share and the number of warrant shares was adjusted to 7,513; (iii) in connection with the April 2026 J.J. Astor debt conversion, the exercise price was adjusted to $468.29 per share and the number of warrant shares was adjusted to 8,727; and (iv) in connection with the August 2026 J.J. Astor debt conversions and the Series D Convertible Preferred Stock private placement, the exercise price was adjusted to $387.82 per share and the number of warrant shares was adjusted to 10,537. The warrant was originally issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The anti-dilution adjustments are contractual price and share adjustments under the existing warrant and did not involve new sales of securities; however, any shares issued upon exercise of the warrant have not been and will not be registered under the Securities Act unless separately registered.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBIT INDEX
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| * | Filed herewith. |
| ** | Furnished herewith |
| † | Management contract or compensatory plan or arrangement |
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ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act; | |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. | |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided, however, that paragraphs (i), (ii) and (iii) do not apply if the registration statement is on Form S-1 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | |
| (4) | That, for the purpose of determining liability under the Securities Act to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
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| (5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; | |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (6) | That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the State of Nevada, on September 22, 2026.
| BOXLIGHT CORPORATION | ||
| (Registrant) | ||
| By: | /s/ Michael R. Pope | |
| Michael R. Pope | ||
| Executive Chairman | ||
| Principal Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Michael R. Pope | Executive Chairman | September 22, 2026 | ||
| Michael R. Pope | (Principal executive officer) | |||
| /s/ Jennifer Grabow | Interim Chief Financial Officer | September 22, 2026 | ||
| Jennifer Grabow | (Principal financial and accounting officer) | |||
| /s/ Carine Clark | Director | September 22, 2026 | ||
| Carine Clark | ||||
| /s/ Peter Fittin | Director | September 22, 2026 | ||
| Peter Fittin | ||||
| /s/ Tiffany Kuo | Director | September 22, 2026 | ||
| Tiffany Kuo | ||||
| /s/ Mark Elliott | Director | September 22, 2026 | ||
| Mark Elliott |
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Exhibit 5.1
LUCOSKY BROOKMAN LLP 101 Wood Avenue South 5th Floor Woodbridge, NJ 08830 T - (732) 395-4400 F- (732) 395-4401 | ||
 |
111 Broadway Suite 807 New York, NY 10006 T - (212) 417-8160 F - (212) 417-8161 www. lucbro.com |
September 22, 2026
Boxlight Corporation
2750 Premiere Pkwy #900
Duluth, Georgia 30097
| Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as counsel to you, Boxlight Corporation, a Nevada corporation (the “Company”), in connection with a Registration Statement on Form S-1 filed by the Company (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) on September 2, 2026. The Registration Statement relates to the offering and resale by the Selling Stockholders identified therein of up to 47,112,385 shares of Class A Common Stock, $0.0001 par value per share (the “Common Stock”) of the Company, consisting of: (i) 30,438,310 shares of Common Stock issuable upon conversion of 937,500 shares of the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), assuming conversion at the Adjusted Floor Price (as defined in the Certificate of Designation of Series D Convertible Preferred Stock (the “Certificate of Designation”)) as of August 31, 2026, issued in a private placement to certain accredited investors pursuant to a securities purchase agreement dated August 5, 2026 (the “Securities Purchase Agreement”); (ii) 15,243,507 shares of Common Stock issued or issuable to Secure Net Capital LLC pursuant to an equity purchase agreement dated August 5, 2026 (the “Equity Purchase Agreement”), providing for purchases of up to $15,000,000 of Common Stock over a 36-month commitment period, including commitment fee shares and any true-up shares issuable thereunder; and (iii) 1,430,568 shares of Common Stock issued or issuable to J.J. Astor & Co. (the “J.J. Astor”) upon conversion of amounts owed under the inventory finance agreement with J.J. Astor dated May 27, 2025, as amended and restated on November 3, 2025 and as further amended on April 1, 2026 (the “Inventory Finance Agreement”) (collectively, the “Shares”).
The opinions expressed herein are limited exclusively to the Nevada Revised Statutes (NRS) Chapter 78, and we have not considered, and express no opinion on, any other laws or the laws of any other jurisdiction.
In rendering the opinions expressed herein, we have examined and relied upon the originals, or copies certified to our satisfaction, of:
| (i) | the Registration Statement; |
| (ii) | the Company’s amended and restated certificate of incorporation, as currently in effect; |
| (iii) | the Company’s amended and restated bylaws, as currently in effect; |
| (iv) | certain resolutions of the Board of Directors of the Company; |
| (v) | the Securities Purchase Agreement; |
| (vi) | the Equity Purchase Agreement; |
| (vii) | the Certificate of Designation; |
| (viii) | the Inventory Finance Agreement; and |
| (vi) | such other records, documents and instruments as we have deemed necessary for the expression of the opinions stated herein. |
In making the foregoing examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies thereof and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion, where such facts have not been independently established, we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers of the Company or governmental officials and representations of the Company. Further, with your permission, we have made and relied upon the following assumption, without any investigation or inquiry by us, and our opinions expressed below are subject to, and limited and qualified by the effect of, such assumption that a sufficient number of shares of the Company’s common stock will be duly authorized, validly reserved and available for issuance upon conversion of the Notes and upon exercise or settlement of the Rights, as applicable.
Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued by the Company in accordance with the terms of the Certificate of Designation, the Equity Purchase Agreement, and the Inventory Finance Agreement, as applicable, including upon conversion, exercise or settlement thereof, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement, and to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. This opinion is rendered to you as of the date hereof and we assume no obligation to advise you or any other person hereafter with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein even though the change may affect the legal analysis or legal conclusion or other matters in this opinion.
Very truly yours,
| /s/ Lucosky Brookman LLP | |
| Lucosky Brookman LLP |
Exhibit 10.46
BOXLIGHT CORPORATION
Supplement to Inventory Finance Agreement
June 23, 2025
THIS SUPPLEMENT TO INVENTORY FINANCE AGREEMENT (“Agreement”) is being entered into this 23rd day of June 2025 (the “Effective Date”) by and between BOXLIGHT CORPORATION, a corporation organized and existing under the laws of the State of Nevada (the “Company”), and J.J. ASTOR & CO., a corporation organized and existing under the laws of the State of Utah, or permitted assigns (the “Inventory Purchaser”). The Company and the Inventory Purchaser are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
WHEREAS, on May 28, 2025 the Company and the Inventory Purchaser entered into an Inventory Finance Agreement (the “Prior Agreement” and together with this Agreement, the “Agreements”) pursuant to which the Inventory Purchaser agreed to provide the Company and certain of its Affiliates (hereinafter defined) inventory financing (the “Inventory Financing”) up to a maximum of Six Million Dollars ($6,000,000), the proceeds of which shall be used solely to enable the Company to finance a maximum of eighty percent (80%) of the purchase price for Interactive Flat Panels and related peripherals finished goods inventory (hereinafter referred to as the “Products”) that the Company or Affiliates shall purchase from SHIYUAN(HK) Ltd., the Company’s primary contract manufacturer and supplier of the Products (the “Supplier”); and
WHEREAS, in addition to the Inventory Financing being provided under the Prior Agreement, the Company now desires to enter into this Agreement in order to obtain Inventory Financing under both the Prior Agreement and this Agreement up to a maximum of Six Million Dollars ($6,000,000), the proceeds of which shall be used solely to enable the Company and certain of its United States subsidiaries , including Boxlight Inc., (the “Affiliates”) to finance the payment of the twenty percent (20%) deposit (the “Deposit”) required to be provided to the Supplier toward the purchase of Products from the Supplier; and
WHEREAS, the Company and its Affiliates have entered into a sales and purchase agreement with the Supplier and WAH LEE INDUSTRIAL CORP., a corporation organized under the laws of the People’s Republic of China (“Wah Lee”) dated as of January 1, 2021, as the same may be amended or restated (the “Purchase Agreement”) pursuant to which, inter alia, (a) the Supplier agreed to sell Products to the Company specified in each of the Company’s purchase orders for such Products, (b) the Company agreed to pay a 20% Deposit against the purchase price of the Products as specified in each such purchase order and Wah Lee agreed to pay within three (3) Business Days of accepting a purchase order the Deposit received from the Company to the Supplier and further agreed to finance the balance of such purchase price and pay the Supplier within three days prior to the Company’s confirmation that the Products meet the specification set forth in the purchase order and in no event later than one day prior to Supplier’s shipment of the Products, and (c) the Company agreed repay Wah Lee the entire financed amount(s) not later than 90 days after the Products set forth in the applicable purchase order have been delivered in the United States; and
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WHEREAS, the Company has requested that the Inventory Purchaser provide the Deposit to Wahlee or otherwise finance the Company’s provision of such Deposit; and
WHEREAS, the Inventory Purchaser is willing to provide such Inventory Financing upon the terms and subject to the conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants and agreements of the Parties set forth herein, it is hereby agreed as follows.
TERMS OF AGREEMENT
1.0 Definitions. Unless otherwise defined in the body of this Agreement, the following terms shall have the meanings defined below.
1.1 “Agreements” shall mean the collective reference to the Prior Agreement and this Agreement.
1.2 “Company Customer” shall mean any Person or Persons who (a) purchases the Products from the Company pursuant to the terms of any purchase order between the Company and the Company Customer, whether or not furnished to the Inventory Purchaser, and (b) pays the purchase price for such Products to the Company.
1.3 “Company Payment Date” shall have the meaning as that term is defined in Section 3.2(a).
1.4 “Company Payment Obligation” in the event that (a) the Company shall repurchase the Products from the Inventory Purchaser and take title to such Products on or before the Repurchase Date, or (b) if such Products have been sold and delivered by the Inventory Purchaser to a Company Customer, in either event shall mean the Company’s obligation to pay the Inventory Purchaser an amount that shall be equal to $1.0535 for each eighty cents ($0.80) advanced by the Inventory Purchaser in respect of such Inventory Purchase Amount(s). The Parties agree that this definition of Company Payment Obligation shall also apply to the definition of the same term in the Prior Agreement. For the avoidance of doubt, if for example, the Products in a specified and purchase order mutually agreed upon by the Company or its Affiliate, the Supplier and Wah Lee costs $100,000 and the Inventory Purchaser provides a $20,000 Deposit, the Company Payment Obligation to the Inventory Purchaser would be $21,337.50.
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1.5 “Default Amount” shall mean upon the occurrence and continuation beyond of any default in the Inventory Purchaser being Paid in Full for any or all of the Company Payment Obligations, the then amounts owed under all such Company Payment Obligations shall be increased to 110% of such the aggregate amounts owed thereunder and shall accrue interest thereon at the rate of 19% per annum, compounded daily.
1.6 “Deposit” unless otherwise agreed to by the Parties, shall mean twenty percent (20%) of the applicable purchase price for the applicable Products set forth in each Purchase Order and Invoice.
1.7 “Early Termination Date” shall mean the date that the Inventory Purchaser elects to terminate this Agreement prior to the expiration of its Term by reason of the occurrence and continuation of an Event of Default, including a default in the payment of any of the outstanding Inventory Purchase Amounts.
1.8 “Inventory Purchase Amount(s)” shall mean the dollar amounts to be paid from time to time during the Term of this Agreement by the Inventory Purchaser to Wah Lee following each occasion that (a) the Company shall enter into a Purchase Order and Invoice with the Supplier and Wah Lee for the purchase of Products from the Supplier for the Products set forth in the applicable Purchase Order and Invoice, and (b) the Inventory Purchaser shall subsequently elect to pay to Wah Lee by wire transfer of funds to Wah Lee an amount representing the 20% Deposit of the purchase price of the applicable Products set forth in the applicable Purchase Order and Invoice and take title to such Products. The definition of Inventory Purchase Amount(s) set forth in the Prior Agreement shall continue to apply with respect to advances made by the Inventory Purchaser under such Prior Agreement.
1.9 “Monitoring Fee” shall mean $5,000 per month payable by the Company to the Inventory Purchaser to cover anticipated costs to be incurred by Inventory Purchaser in monitoring the transactions covered by both of the Agreements.
1.10 Intentionally Omitted.
1.11 “Origination Fee” shall mean the sum of $60,000 payable by the Company to the Inventory Purchaser on the Effective Date covering both of the Agreements.
1.12 “Paid in Full” means with respect to each of the Inventory Purchase Amounts the payment in full of the applicable Company Payment Obligation associated with such Inventory Purchase Amount, together with all Monitoring Fees and other outstanding costs and expense incurred by Inventory Purchaser referred to in Section 2.04.
1.13 “Products” shall have the meaning as that term is defined in the Recitals.
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1.14 “Purchase Agreement” shall mean the agreement between the Company, the Supplier and Wah Lee in the form of Exhibit A annexed hereto, as the same may be amended or restated from time to time with the prior written consent of the Inventory Purchaser.
1.15 “Supplier” shall have the meaning as that term is defined in the Recitals
1.16 “Supplier Acknowledgement” means, on each occasion that the Company makes an Advance Request, it shall provide the Inventory Purchaser, in addition to the applicable Purchase Order and Invoice, a written statement from the Supplier acknowledging that title and ownership of the Products subject to such Purchase Order and Invoice shall be vested solely in the Inventory Purchaser.
1,17 “Term” shall mean the term of this Agreement which shall be one year from the Effective Date, unless such term shall be extended by mutual agreement of the Parties or earlier terminated by the Inventory Purchaser; provided however that all Inventory Purchase Amounts, default interest if applicable, and other fees payable to the Inventory Purchaser shall have been Paid in Full on the expiration of the Term or thereafter or in connection with any early termination of the Term requested by the Company.
1.18 “Transaction Documents” mean the collective reference to this Agreement, and all resolutions and other exhibits to this Agreement, including the Purchase Agreement (Exhibit A), the form of the Advance Request (Exhibit B), the Bill of Sale (Exhibit C) and the Supplier Acknowledgement.
1.19 “Unused Inventory Advance Amount Fee” shall mean 5.50% of the amount by which the aggregate Inventory Purchase Amount(s) (as that term is defined in both Agreements) at the expiration of the Term or the Early Termination Date (as applicable) of both of the Agreements shall be less than the $6,000,000 maximum Inventory Financing; which Unused Inventory Advance Amount Fee shall be paid monthly within 7 days after the end of each month, pro-rated based on the daily unused balance of the total Inventory Financing.
2.0 Mutual Agreements of the Parties.
2.1 Requests for and Disbursement of Advances.
On each occasion during the Term of this Agreement that the Company shall request a cash payment by the Inventory Purchaser to the Supplier or the Company for the applicable Inventory Purchase Amount (each an “Advance”), the Company shall (a) deliver to the Inventory Purchaser a request in the form and content attached hereto as Exhibit B (the “Advance Request”), (b) a copy of the Purchase Order and Invoice together with evidence reasonably satisfactory to the Inventory Purchaser that Wah Lee or other financing source on terms acceptable to the Inventory Purchaser intends to pay the 80% balance of the purchase price for the Products described in such Purchase Order and Invoice, (c) a bill of sale from the Company to the Inventory Purchaser transferring title to the Products described in such Purchase Order and Invoice to the Inventory Purchaser and in form and content annexed hereto as Exhibit C (the “Bill of Sale”), and (d) the Supplier Acknowledgement in form and content acceptable to the Inventory Purchaser. If Inventory Purchaser, in its discretion, elects to make the Inventory Purchase Amount, then, subject to the terms of this Agreement, the Inventory Purchaser shall promptly schedule a wire transfer of immediately available funds, representing the Inventory Purchase Amount of the applicable Invoice and Purchase Order to the Wah Lee for the 20% Deposit against the purchase price for the Products set forth in the Purchase Order and Invoice.
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2.2 Alternate Suppliers. In the event that for any reason the Company wishes to engage vendors for the Products other than the Supplier named herein (an “Alternate Supplier”) and requests the Inventory Purchaser to provide an Inventory Purchase Amount to such Alternate Supplier under this Agreement, such Alternate Supplier shall be subject to the prior written approval of the Inventory Purchaser and it is hereby authorized to communicate with and get information from such Alternate Supplier.
2.3 Maximum Inventory Purchase Amount The aggregate Inventory Purchase Amount(s) to be funded by the Inventory Purchaser under both Agreements shall at no time exceed the amount of Six Million Dollars ($6,000,000), unless otherwise approved in advance by the Inventory Purchaser.
2.4 Inventory Purchaser Fees. The Company will reimburse the Inventory Purchaser for all wire fees, third-party and other expenses incurred in connection with the Agreement, including bank related fees. In addition, and subject to its receipt of wire instructions, simultaneous with the execution and delivery of this Agreement, the Company shall pay to Barton LLP, counsel to the Inventory Purchaser, the sum of $10,000 to reimburse the Inventory Purchaser for the fees and disbursements of its legal counsel. In addition, the Company will reimburse the Inventory Purchaser for its outstanding costs and expenses related to shipment, storage, and transportation of the Products, insurance, and all other related expenses. Purchaser will invoice the Company monthly for any payments not paid directly by the Company and Company will make payment within 7 days of receipt of the invoice.
2.5 Conditions to Funding Inventory Purchase Amount(s). In addition to the other conditions set forth in this Section 2.0, the Inventory Purchaser’s commitment to provide any one or more Inventory Purchase Amount(s) pursuant to this Agreement and the Prior Agreement shall include the receipt of evidence from the Company contemporaneous with each Advance Request and in form and content satisfactory to the Inventory Purchaser that the Company has received commitments for future purchase orders for the Products from applicable Company Customers that are being financed and paid for by the Inventory Purchaser from the applicable Inventory Purchase Amount.
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3.0 Covenants and Agreements.
3.1 Title to and Delivery of Products.
(a) Pursuant to the Bill of Sale duly executed by the Company or its applicable Affiliate in favor of the Inventory Purchaser, the Inventory Purchaser shall receive and retain title to and ownership of the Products that have been paid for in part from each Advance of an Inventory Purchase Amount. Notwithstanding anything to the contrary, express or implied contained in this Agreement, the Inventory Purchaser shall be under no obligation to pay any applicable Inventory Purchase Amount to Wah Lee or the Supplier or any Alternate Supplier, unless and until the Inventory Purchaser has received the Bill of Sale granting to the Inventory Supplier full ownership title and interest in and to the applicable Product or Products that are subject to such Inventory Purchase Amount being financed by the Inventory Purchaser. In such connection, the Parties acknowledge that the Company will not receive or own title to the applicable Products unless and until it purchases such Products from the Inventory Purchaser by paying the full Company Payment Obligation to the Inventory Purchaser. In addition, (i) if the provisions of this Agreement (as opposed to the Prior Agreement) shall apply, the Company covenants and agrees that the 80% balance of the purchase price for all Products set forth in the applicable purchase order shall be financed by Wah Lee or other financing source on terms acceptable to the Inventory Purchaser and (ii) neither Wah Lee nor any other acceptable financing source shall have a lien on or security interest in such Products under either of the Agreements. The provisions of Section 3.1(a) of the Prior Agreement are hereby deleted and this Section 3.1(a) shall be deemed for all purposes to be applicable to and incorporated in both the Prior Agreement and this Agreement.
(b) The obligation of the Company or its applicable Affiliate to deliver a Bill of Sale for the Products to the Inventory Purchaser shall also apply to and shall be a required delivery under the Prior Agreement.
(c) All such Products shall be delivered by the Supplier or other acceptable vendor to CTE, a third-party logistics company designated by the Company to a warehouse location in the name of the Inventory Purchaser located in the State of Washington that is acceptable to the Inventory Purchaser (the “Inventory Warehouse”). In no event shall any Products leave the Inventory Warehouse unless and until all Company Payment Obligations for such Products shall have been paid in full, and upon approval of the Inventory Purchaser, unless otherwise agreed in writing by the Inventory Purchaser.
(d) The Company hereby represents, warrants, covenants and agrees with the Inventory Purchaser that the Company (i) shall not enter into, modify, change or amend in any respect any agreement(s) with Wah Lee, including the Purchase Agreement, without the prior written consent of the Inventory Purchaser, (ii) shall not breach or otherwise default in the timely performance of its obligations under the Purchase Agreement, and (iii) shall comply in all material respects with the terms of this Agreement and the Prior Agreement.
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(e) The Parties hereto each acknowledge and agree that this Agreement supplements and does not amend or restate any of the provisions of the Prior Agreement which shall continue to remain in full force and effect, except for those provisions of the Prior Agreement that have been amended pursuant to this Agreement. Accordingly, and for the avoidance of doubt, the Inventory Purchaser reserves the right at its discretion, based on the applicable Advance Request by the Company under this Agreement or the Prior Agreement to provide Inventory Purchase Amount(s) representing either (i) the 20% Deposit to be applied toward payment of the purchase price of the applicable Products set forth in the applicable Purchase Order and Invoice, or (ii) the balance of the purchase price of the applicable Products set forth in the applicable Purchase Order and Invoice, up to an amount not to exceed 80% of such purchase price.
(f) All references in this Agreement to the “Company” mean and include, and each of the Agreements shall be deemed to be binding upon, each of Boxlight Corporation and Boxlight, Inc., as well as any other United States Affiliate of the Company entering into a purchase order for Products, as though each of such Persons were a party signatory to such Agreements.
3.2 Company Payment Obligations; Sales of Products; Default Amounts.
(a) All Company Payment Obligations in respect of each Inventory Purchase Amount paid by the Inventory Purchaser must be paid by the Company by a date which shall be not later than ninety (90) calendar days from the date that the Inventory Purchaser funds each Inventory Purchase Amount to Wah Lee or the Supplier (each a “Company Payment Date”).
(b) In the event that the applicable Company Payment Obligations covering the applicable Inventory Purchase Amount has been Paid in Full, the Company or its Affiliate shall purchase the Products from the Inventory Purchaser and the Inventory Purchaser shall notify and cause CTE or other disbursing agent to deliver to a location designated by the Company or on behalf of its Company Customer the applicable Products referred to in the Purchase Order and Invoice.
(c) In the event and to the extent that any Company Payment Obligations shall not be Paid in Full on the applicable Company Payment Date, then and in such event:
(i) the Inventory Purchaser may demand immediate payment from the Company and by written notice to the Company accelerate the Company Payment Obligations (the “Acceleration Notice”) accelerate all of the then outstanding Company Payment Obligations, and may thereafter commence suit in any State or Federal court of competent jurisdiction in the State of Utah and enforced in any court of comparable jurisdiction in the State of Georgia;
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(ii) all Products then in the Inventory Warehouse shall be retained therein and not transferred or assigned by CTE, the Company or any other individual, corporation, limited liability company or partnership (each a “Person”) without the prior written consent and approval of the Inventory Purchaser; and
(iii) unless the Company shall have Paid in Full all outstanding Company Payment Obligations by a date which shall be not later than 90 calendar days following the Company’s receipt of the Acceleration Notice, the Inventory Purchaser may elect to sell the Collateral to any Person at any public or private sale (a “Collateral Sale”) and the Company shall be liable to the Inventory Purchaser for any difference between
(x) the sum of (A) the then aggregate amounts owed by the Company under all of the Company Payment Obligations as increased to the Default Amounts, (B) the applicable Unused Inventory Advance Amount Fee (if any), which shall become due and payable, and (C) all of the Inventory Purchaser’s additional costs and expenses incurred following the failure by the Company to pay all of such Company Payment Obligations as increased to the Default Amounts, including legal fees, and
(y) the amounts, if any, paid to the Inventory Purchaser in connection with such by the Company (the “Deficiency Amount”) to effect a Paid in Full of all such Inventory Purchase Amounts and Unused Inventory Advance Amount Fee, the monitoring fee and reimbursement of the Inventory Purchaser’s costs and expenses.
The Company agrees that 10 calendar days prior written notice by Inventory Purchaser of the time and place of any proposed public or private Collateral Sale is adequate notice under the UCC and applicable Georgia law, and acknowledges that the Company may bid in at any Collateral Sale at a cash price that is greater than offered to the Inventory Purchaser by a third Person.
(iv) To the extent that the Inventory Purchaser shall, after its receipt or reimbursement of any Deficiency Amount have been Paid in Full of all Company Payment Obligations (including the Default Amount) and the Unused Inventory Advance Amount Fee, the monitoring fee and reimbursement of the Inventory Purchaser’s costs and expenses, the, Inventory Purchaser shall pay such excess amount (if any) to the Company, if any.
(v) For the avoidance of doubt, if any of the provisions of this Section 3.2(c) shall become applicable, the Inventory Purchaser shall be under no legal obligation to pay the Company for any Deposit previously paid.
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4.0 Notices. Any notice contemplated under this Agreement, or any related document must be in writing and addressed to the party to be notified at the party’s address set forth below or at such other address as the party may designate from time to time by written notice. A notice shall be deemed to have been validly served, given and delivered:
(a) the next business day after such notice was delivered to a regularly scheduled overnight delivery carrier with delivery fees either prepaid or an arrangement, satisfactory with such carrier, made for the payment of such fees, or
(b) upon receipt during the recipient’s normal business hours of notice given by electronic mail, registered mail, or personal delivery (including overnight courier):
| If to the Company: | Boxlight Corporation 2750 Premiere Pkwy Suite 900 Duluth, GA 30097 |
| With a copy (which shall not constitute notice) to: | Henry Nance, Disbursement Agent 2750 Premiere Pkwy, Suite 900 Duluth, GA 30097 |
| If to the Inventory Purchaser: | J.J. Astor & Co. 26 S Rio Grande St #2072 Salt Lake City, UT 84101 Attn: Michael Pope, CEO |
| With copies to: | Barton LLP 711 Third Avenue, 14th floor New York, NY 10017 Attn: Stephen A. Weiss, Esq. |
| -and | |
| Henry Nance, Disbursement Agent 2750 Premiere Pkwy, Suite 900 Duluth, GA 30097 |
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5.0 Miscellanous
5.1 Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
5.1 Entire Agreement.
This Agreement constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements with respect to the subject matter hereof and thereof.
5.2 Severability.
The invalidity or unenforceability of any provision in this Agreement shall not affect the validity or enforceability of any other provision.
5.4 Appointment of Disbursement Agent.
Inventory Purchaser will appoint its Disbursement Agent and will coordinate with Henry Nance, President of the Company in connection with Advance Requests from the Company, coordinate Advances from the Inventory Purchaser, and to coordinate payments to the Inventory Purchaser. Hank Nance shall have no responsibilities other than set forth in this Agreement and shall have no liability to the Inventory Purchaser. The Company and Inventory Purchaser acknowledge that Hank Nance is acting only as accommodation to, and at the request of, the Company and Inventory Purchaser, and is not receiving compensation for providing this service. Disbursement Agent appointed by the Inventory Purchaser may resign upon 45 days written notice to the Company and the Inventory Purchaser.
5.5 Waiver of Conflicts and Informed Written Consent. Each of the Parties has executed and delivered to Barton LLP a waiver of conflicts and informed written consent letter dated May 15, 2025 (the “Conflicts Waiver Letter”) which is incorporated herein by this reference.
5.6 Purchase Agreement
The Company, Wah Lee and the Supplier have entered into a Purchase Agreement in the form of Exhibit A annexed hereto. The Company hereby agrees to indemnify, defend and hold harmless the Inventory Purchaser and all shareholders, officers, employees, directors and representatives of the Inventory Purchaser (the “Indemnified Parties”) from and against any obligations, liabilities, costs or expenses (collectively, “Losses”) incurred by any party to such Purchase Agreement, including without limitation, product performance, trademark and patent infringement, quality, and agreed and stated payment terms provided for therein.
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5.7 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Utah, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the federal and state courts sitting in the County of Salt Lake in Salt Lake City, Utah (the “Utah Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Utah Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, Action or Proceeding, any claim that it is not personally subject to the jurisdiction of such Utah Courts, or such Utah Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the Transaction Documents or the transactions contemplated hereby. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such Action or Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred in the investigation, preparation and prosecution of such Action or Proceeding.
5.8 ‘Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Notes.
5.9 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format datafile, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page was an original thereof.
5.10 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth hereinshall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
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5.11 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever the Inventory Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then the Inventory Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.
5.12 Replacement of the Inventory Purchase Amounts. If any certificate or instrument evidencing the Inventory Purchase Amounts, including a Bill of Sale, is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new Bill of Sale, certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new Bill of Sale, certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement the Bill of Sale, certificate or instrument.
5.13 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Inventory Purchaser and the Company will be entitled to seek specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.
5.14 Payment Set Aside. To the extent that the Company makes a payment or payments to the Inventory Purchaser pursuant to any Transaction Document or the Inventory Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.
5.15 Construction. The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto.
5.17 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
5.18 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
Signature page follows
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
| COMPANY: | ||
| BOXLIGHT CORPORATION | ||
| By: | /s/ Henry F Nance | |
| Henry F Nance | ||
| Chief Operating Officer | ||
| By: | /s/ Greg Wiggins | |
| Greg Wiggins | ||
| Chief Financial Officer | ||
| INVENTORY PURCHASER: | ||
| J.J. ASTOR & CO. | ||
| By: | /s/ Michael Pope | |
| Michael Pope, CEO | ||
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EXHIBIT A: FORM OF PURCHASE AGREEMENT
See attached
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EXHIBIT B: FORM OF ADVANCE REQUEST
See attached
Exhibit B to Inventory Purchase Agreement
Boxlight Corporation
2750 Premiere Pkwy
Suite 900
Duluth, GA 30097
______________, 20__
J.J. Astor & Co.
26
S Rio Grande St #2072
Salt Lake City, UT 84101
Attn: Michael Pope, CEO
| Re: | Advance Request |
Gentlemen:
Reference is made to the Amended and Restated Inventory Purchase and Finance Agreement dated June 20, 2025 (the “Agreement”). All capitalized terms when used herein have the same meaning as they are defined in the Agreement.
Please be advised that Boxlight Corporation has request that J.J. Astor & Co., as Inventory Purchaser under the Agreement make a $_______ deposit representing 20% of the purchase price for the Products set forth in the Purchase Order and Invoice between the Company and the Supplier named therein; a true copy of which Purchase Order and Invoice accompanies this Advance Request.
We hereby request that you as Inventory Purchaser wire payment of $_______ to the [Supplier][the Company] representing the 20% Deposit of the purchase price for the Products set forth in such Purchase Order and Invoice. Prior to making such payment, the Company hereby agrees to deliver to you the Bill of Sale annexed hereto, and prior to funding, the Supplier will acknowledge in writing pursuant to an acknowledgement that is satisfactory to you, to the effect that upon payment of such amount the Inventory Purchaser will receive full ownership title and interest in and to the applicable Product or Products that are subject to such Inventory Purchase Amount.
In the event that we shall request that you wire such Deposit payment to the Company we will immediately wire the same to the Supplier.
This Advance Request is being made on behalf of the undersigned and all of its Affiliates referred to in the Agreement.
| Very truly yours, | ||
| Boxlight Corporation | ||
| By; | ||
| Name: | ||
| Title: | ||
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated April 15, 2026, relating to the consolidated financial statements of Boxlight Corporation and Subsidiaries (the “Company”), appearing in the Annual Report on Form 10-K of the Company as of and for the year ended December 31, 2025. We also consent to the reference of our firm under the heading “Experts” in the prospectus.
/s/ Cherry Bekaert LLP
Atlanta, Georgia
September 22, 2026
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-1 of Boxlight Corporation of our report dated March 28, 2025 (except as to the changes in the reporting of the Company’s December 2025 reverse stock split discussed in Note 1, as to which the date is April 15, 2026), with respect to the consolidated financial statements, included in Boxlight Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025. We also consent to the reference to our firm under the caption “Experts” in this Registration Statement.
/s/ Forvis Mazars, LLP
Tysons, Virginia
September 22, 2026