Boxlight Corp Files 8-K Regarding Series D and Series E Preferred Stock Amendments

Boxlight Corporation filed a Current Report on Form 8-K dated September 30, 2026, disclosing material definitive agreements and amendments regarding its preferred stock offerings. The report details a First Amendment to the Series D Securities Purchase Agreement and the execution of a new Series E Securities Purchase Agreement with J.J. Astor & Co.

Regarding the Series D Preferred Stock, the company entered into a First Amendment to the Securities Purchase Agreement with Shakawe Capital LLC, ClearThink Capital Partners LLC, and Secure Net Capital LLC. This amendment incorporates and consents to a Certificate of Amendment to the Series D Certificate of Designation. The amendment restates Section 4 of the designation, which governs liquidation preferences, and adds a new Section 15(d). Holders of a majority of the outstanding Series D Preferred Stock executed a Consent, Waiver and Ratification on October 6, 2026, waiving specific provisions of the Series D SPA to allow for the creation of the Series E Preferred Stock.

Separately, on September 30, 2026, Boxlight entered into a Securities Purchase Agreement with J.J. Astor & Co. Under this agreement, the company agreed to issue and sell 106,250 shares of newly designated Series E Convertible Preferred Stock. The shares have a stated value of $10.00 per share and were sold at a purchase price of $8.00 per share, resulting in an aggregate subscription amount of $850,000. The Series E Preferred Stock is convertible into Class A Common Stock.

The Series E agreement includes specific covenants. The company is prohibited from issuing additional Class A Common Stock, incurring indebtedness, or filing other registration statements until all Registrable Securities are registered. Additionally, the company must hold a stockholder meeting within 180 days of the issuance to obtain required approvals under Nasdaq Listing Rules. The company also agreed to file a resale registration statement covering the conversion shares within 30 days of the closing date.

Boxlight disclosed that Michael Pope, the Chairman and CEO of the company, is also the CEO of J.J. Astor. Mr. Pope recused himself from all deliberations and votes regarding the Series E transactions, which were approved by disinterested board members Carine Clark, Peter Fittin, Tiffany Kuo, and Mark Elliott by unanimous written consent.