8-K - BOXL - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of report (date of earliest event reported): October 1, 2025

BOXLIGHT CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	001-37564	36-4794936
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2750 Premiere Parkway, Ste. 900

Duluth, Georgia 30097

(Address Of Principal Executive Offices) (Zip Code)

678-367-0809

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or formed address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class<br> A Common Stock $0.0001 per share	BOXL	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01	Entry into a Material Definitive Agreement.

Effective October 1, 2025, Boxlight Corporation, a Nevada corporation (the “Company”), entered into an agreement (the “Agreement”) with all of the holders of its Series B Preferred Stock, par value $0.0001 per share (“Series B Stock”), and of its Series C Preferred Stock, par value $0.0001 per share (“Series C Stock”).

Pursuant to the Agreement, the holders converted all outstanding shares of Series C Stock—constituting a total of 1,320,850 shares—into a total of 198,920 shares of Class A Common Stock, par value $0.0001 per share (“Common Stock”).

In addition, the holders agreed with the Company to amend the terms of the Series B Stock. Specifically, the right of the holders to convert their Series B Stock into Common Stock at their option, and a provision that provided for automatic conversion if the price of the Common Stock on the Nasdaq Capital Market reached a certain level, were eliminated. The right of the holders to cause the Company to redeem their Series B Stock at their option was also eliminated.

The dividend provisions of the Series B Stock were amended to provide that the current 8% per annum dividend, currently accruing on a non-compounding cumulative basis, would begin accruing at 9% per annum on October 2, 2027, 10% on October 2, 2028, 11% on October 2, 2029 and 12% on October 2, 2030 and thereafter. The cumulative dividends are payable only when and if declared, or in the event of a liquidation of the Company. No dividends can be declared or paid on junior classes of capital stock, including the Common Stock, unless unpaid cumulative dividends on the Series B Stock are first paid. Although the dividends are payable only when and if declared or upon a liquidation, dividends that do become payable but remain unpaid will accrue interest at a fixed rate of 12% until such dividend and interest shall be paid in full.

In the Agreement, the Company agreed to apply up to 20% of the net proceeds of future primary equity securities offerings undertaken by the Company for capital-raising purposes to redeem or repurchase the Series B Stock at a redemption price per share of $10.00 until all such shares are redeemed and repurchased. The obligation to repurchase or redeem the Series B Stock is subject to possible limitation based on legal, stock market listing standard or marketing-related considerations.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 3.03	Material Modification to Rights of Security Holders.

On October 2, 2025, the Company filed with the Nevada Secretary of State an Amendment to the Certificate of Designation of its Series B Preferred Stock to implement the amendments described in the third and fourth paragraphs of Item 1.01 above, which paragraphs are incorporated by reference herein in response to this item.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Amendment to the Certificate of Designation of the Series B Preferred Stock, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01	Financial Statements and Exhibits.
Exhibit No.	Description
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3.1	Amendment to Certificate of Designation of Series B Preferred Stock effective October 2, 2025
10.1	Agreement with Series B and Series C Preferred Stockholders effective October 1, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 3, 2025

BOXLIGHT CORPORATION
By:	/s/ Brian Lane
Name:	Brian Lane
Title:	Interim Chief Financial Officer

Exhibit 3.1

EXHIBIT A

AMENDMENT TO CERTIFICATE OF DESIGNATION

OF SERIES B PREFERRED STOCK OF BOXLIGHT CORPORATION

(This amendment was approved by the holders of the outstanding shares of Series B Preferred Stock in accordance with Section 14 of the Certificate of Designation of the Series B Preferred Stock (the “Certificate”))

1.	The words “convertible redeemable” in the eighth line of the second paragraph of the Certificate<br>are deleted.
2.	The word “CONVERTIBLE” in the title immediately below the second paragraph of the Certificate<br>is deleted.
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3.	The comma following the word “non-voting” in the first line of Section 1(a) of the Certificate<br>is deleted.
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4.	The words “convertible and redeemable" in the second line of Section 1(a) of the Certificate<br>are deleted.
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5.	Section 3 of the Certificate is deleted in its entirety and replaced with the following text:
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“3. Dividends and Annual Returns. From and after October 1, 2025, dividends at the rates set forth below shall continue to accrue on such shares of Series B Preferred Stock (and, together with the previously accrued dividends as of the date hereof, the “Accruing Dividends”). Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative and noncompounding; provided, however, that except as set forth in the following sentence of this Section 3 or in Section 4, such Accruing Dividends shall be payable only when, as, and if declared by the Board of Directors, and the Corporation shall be under no obligation to pay such Accruing Dividends. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than dividends on shares of Junior Securities payable in shares of Junior Securities) unless (in addition to the obtaining of any consents required elsewhere in these Articles of Incorporation) the holders of the Series B Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B Preferred Stock in an amount at least equal to the amount of the aggregate Accruing Dividends then accrued on such share of Series B Preferred Stock and not previously paid. In the event of nonpayment of any dividend owing to the holders of the Series B Preferred Stock, such amount shall accrue interest at a fixed rate of twelve percent (12%) until such dividend and interest shall be paid in full.

The Series B Preferred Stock shall accrue a cumulative annual return on the original issue price at a rate of eight percent (8%) per annum for the twenty-four (24) month period following the date hereof. Thereafter, such annual return rate shall increase by one percent (1%) on each anniversary thereafter until such time as the rate shall be capped at a maximum amount of twelve percent (12%).

The annual return rate shall be calculated on a non-compounded basis and shall accrue annually, whether or not declared, and shall be payable upon liquidation, redemption, or as otherwise provided herein.”

6.	The first sentence of Section 4 of the Certificate is deleted in its entirety and replaced with the following<br>text:

“In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, then, either (i) after any distribution or payment on Senior Securities, (ii) simultaneous and on a pro-rata basis with any distribution or payment on Pari Passu Securities, and (iii) before any distribution or payment shall be made to the Holders of the Common Stock or any other Junior Securities, each Holder of Series B Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, an amount (the “Liquidation Preference”) equal to the sum of (x) the aggregate number of shares of Series B Preferred Stock then held by such Holder multiplied by ten dollars ($10.00) plus (y) the amount of the aggregate Accruing Dividends then accrued on the shares of Series B Preferred Stock held by such Holder and not previously paid.”

7.	The text of Sections 6, 7, 8, 9, 10, 11 and 12 of the Certificate is deleted in its entirety and replaced<br>with “[Reserved.]”.
8.	The words “pursuant to this Certificate” in the<br>second line of Section 16 of the Certificate are deleted and replaced with “or redeemed”.
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Exhibit 10.1

AGREEMENT

SERIES B AND C PREFERRED STOCK

BOXLIGHT CORPORATION

OCTOBER 1, 2025

This Agreement, dated and effective as of the date set forth above (this "Agreement"), is made by and among the undersigned holders (the “Holders”) of shares of Series B Stock and Series C Stock (as defined below) of Boxlight Corporation, a Nevada corporation (“Boxlight”), and Boxlight.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby consent, agree, represent and warrant, as applicable, as follows:

1.            Conversion of Series C Stock. Effective immediately, each Holder’s shares of Boxlight’s Series C Preferred Stock, par value $0.0001 per share (the “Series C Stock”), are hereby converted into the number of shares of Boxlight’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), set forth opposite such Holder’s name on Exhibit A hereto. From the date hereof and hereafter, the Holders shall own no Series C Stock, and shall have no rights as a holder of Series C Stock, but shall only have the rights of a holder of Common Stock.

2.            Amendment of Series B Preferred Stock. The parties hereby agree to the amendment of the rights, privileges, terms and conditions of Boxlight’s Series B Preferred Stock, par value $0.0001 per share (the “Series B Stock”), as set forth in Exhibit B. The parties further acknowledge the rights of the Holders of the Series B Stock to the accrued dividends up to and through the date hereof, which such dividends remain due and owing to such Holders as of the date hereof. Nothing contained herein or in the amendment to Boxlight’s Articles of Incorporation (including the Certificate of Designation for the Series B Stock) shall be deemed to modify, amend or extinguish the rights of the Holders with respect to the payment of such dividends.

3.            Series B Redemption. Each time Boxlight completes a Qualified Offering at any time following the date hereof, and continuing until all outstanding shares of Series B Stock are fully redeemed or repurchased, Boxlight will, subject to the terms and conditions hereof, within 20 business days of the closing of such Qualified Offering, apply up to 20% of the net proceeds of such Qualified Offering (the “RedemptionAmount”) to the redemption or repurchase of the Holders’ shares of Series B Stock at a price per share of Series B Stock of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock). If the Redemption Amount from a Qualified Offering is insufficient to fully redeem or repurchase all shares of Series B Stock then outstanding, the Redemption Amount from such offering will be applied to redeem or repurchase the Holders’ shares of Series B Stock pro rata according to each Holder’s proportionate ownership compared to the aggregate shares of Series B Stock then outstanding. Boxlight’s obligation to redeem or repurchase any Series B Stock pursuant to this section is conditioned upon the Holders entering into a redemption or repurchase agreement with Boxlight in form and substance reasonably satisfactory to Boxlight. Notwithstanding the foregoing, in the event that: (i) applicable law or stock market listing standards make reduction of the Redemption Amount otherwise required by this section necessary or advisable, then in each such case, the Redemption Amount shall be reduced consistent with such law or listing standard, including to zero if applicable.

A “Qualified Offering” is a primary offering by Boxlight of its equity securities for capital raising purposes; for the avoidance of doubt, and without limiting the foregoing, offers and issuances of equity securities in connection with the following do not constitute Qualified Offerings: issuances of equity securities for compensatory purposes to employees, consultants and advisors (including financial advisors), including in connection with the issuance or exercise of stock options, restricted stock awards, restricted stock units, stock appreciation rights and similar instruments; employee stock ownership plans; and employer stock funds in 401(k) plans.

4.            Waiver of Conflicting Obligations. The parties hereby waive the application of any provisions of any contract, agreement, deed, provision of the Company’s articles of incorporation or bylaws, or other instrument that may be contrary to, or otherwise conflict with, this Agreement.

5.            Shares Owned; Authority. Each Holder represents and warrants that it is the record and beneficial owner of the number of shares of Series B Stock and Series C Stock (in the case of Series C Stock, as of immediately prior to the conversion provided for in Section 1 above) set forth below his, her or its signature on the signature pages hereto, and that the Holder has full power, authority and capacity to execute and deliver this Agreement. Boxlight represents and warrants that it has full power and authority to execute and deliver this Agreement.

6.            Miscellaneous.

(a)          This Agreement shall inure to the benefit of and be binding upon the parties and his, her or its respective successors and permitted assigns, if any.

(b)          The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

(c)          This Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.

(d)          This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

(e)          Each Holder shall from time to time at the request of Boxlight furnish such further information or assurances, execute and deliver such additional documents, instruments and conveyances and take such further actions and do such other things as may be necessary or appropriate to carry out the provisions of this Agreement, and to give effect to the provisions hereof. The Holders consent to Boxlight and its agents taking such further actions to carry out and give effect to such provisions, including without limitation the filing with the Nevada Secretary of State of a certificate of amendment to the certificates of designation of the Series B Stock and/or Series C Stock implementing the conversion of Series C Stock into Common Stock and/or the amendment set forth in Exhibit B of the rights, privileges, terms and conditions of the Series B Stock provided for herein.

(f)          The Agreement shall be governed by the laws of the State of Nevada.

(g)          Boxlight shall pay all legal expenses incurred by the Holders in connection with the negotiation, execution and delivery of this Agreement.

[Signatures follow]

IN WITNESS WHEREOF, Boxlight has executed this Agreement effective as of the date first written above.

BOXLIGHT
By:	/s/ Dale Strang
	Dale Strang
	Chief Executive Officer

[Boxlight Signature Page to Series B and C Agreement]