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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (date of earliest event reported): October 8, 2025
BOXLIGHT CORPORATION
(Exact name of registrant as specified in its charter)
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| Nevada | | 001-37564 | | 36-4794936 |
(State or other jurisdiction of
Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2750 Premiere Parkway, Ste. 900
Duluth, Georgia 30097
(Address Of Principal Executive Offices) (Zip Code)
678-367-0809
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name or formed address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 per share | | BOXL | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01. Other Events.
Nasdaq Confirmation of Regained Compliance with Nasdaq Stock Market Listing Standards
On October 8, 2025, the Staff of The Nasdaq Capital Market (the “Staff”) informed Boxlight Corporation (the “Company”) that the Staff has determined that the Company complies with Nasdaq Listing Rules relating to minimum stockholders’ equity, independent director, and audit committee requirements with which it previously did not comply. The Staff indicated that Nasdaq will continue to monitor the Company’s compliance with the minimum stockholders’ equity and, if at the time of its next periodic report the Company does not comply, the Company may be subject to delisting. The Staff further indicated that the independent director and audit committee matters are now closed.
The Company announced on October 3, 2025, that it believed that it had stockholders’ equity of at least $2.5 million as required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”). The Company also included in that announcement a summary of other recent events that enabled it to attain this achievement, including:
•The receipt of shareholder approval of an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Class A common stock to 25,000,000;
•The completion of an offering of its Class A common stock that raised $4.0 million in gross proceeds, before deducting the placement agent’s fees and other offering expenses payable by the Company;
•The exercise of warrants that provided the Company with $1.9 million of gross proceeds;
•Its entry into an agreement to modify the terms of its Series B Preferred Stock that the Company believes allows it to classify the Series B Preferred Stock as permanent equity on its consolidated balance sheet; and
•the conversion of its Series C Preferred Stock into common stock of the Company by the holders.
Furthermore, as reported on August 14, 2025, the Company regained compliance with Nasdaq Listing Rule 5605(b)(1), which requires that a majority of the Board must be comprised of independent directors as defined in Nasdaq listing standards, through the election of new independent directors.
Finally, as reported on October 3, 2025, the Company regained compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires, among other things, that audit committees have at least one member that has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication. The Board of Directors has concluded that Carine Clark, including through her primary occupation as chief executive officer of a mortgage lender, has the requisite experience and background that results in her financial sophistication.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements may include, but are not limited to, statements related to whether the Company will be successful in maintaining the listing of its Class A Common Stock on Nasdaq, as well as statements, other than historical facts, that address activities, events or developments that the Company intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such as “believes,” “hopes,” “may,” “anticipates,” “should,” “intends,” “plans,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy” and similar expressions and are based on assumptions and assessments made in light of management’s experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements in this Current Report on Form 8-K are made as of the date of this Current Report on Form 8-K, and the Company undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of the Company’s control. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in the sections titled “Risk Factors” in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and include factors such as the Company’s history of noncompliance with Nasdaq listing standards and the absence of any guarantee that there will not be future noncompliance, or that the Company may not be successful in remedying such noncompliance, which may result in a delisting of the Company’s Class A common stock and a correlative loss of market value and liquidity of the Class A common stock.
Item 9.01 Financial Statements and Exhibits.
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| Exhibit No. | | Description |
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| 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.
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| | BOXLIGHT CORPORATION |
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| Dated: | October 14, 2025 | |
| | By: /s/ Dale W. Strang |
| | Name: Dale W. Strang |
| | Title: Chief Executive Officer and Director |