Boxlight Corp Files 8-K on Security Holder Rights & Bylaws

TL;DR

Boxlight filed an 8-K detailing changes to security holder rights and bylaws.

AI Summary

Boxlight Corporation filed an 8-K on February 13, 2025, reporting events as of February 12, 2025. The filing indicates material modifications to the rights of security holders, amendments to its articles of incorporation or bylaws, and includes Regulation FD disclosures. It also covers financial statements and exhibits, with the company's principal executive offices located in Duluth, Georgia.

Why It Matters

This 8-K filing signals potential changes affecting Boxlight Corporation's security holders and corporate governance, requiring attention from investors and stakeholders.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to bylaws can indicate significant corporate changes that may impact stock value and investor confidence.

Key Numbers

• 001-37564 — SEC File Number (Identifies the company's filing history with the SEC.)
• 36-4794936 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Boxlight Corporation (company) — Registrant
• February 12, 2025 (date) — Earliest event date
• February 13, 2025 (date) — Filing date
• Nevada (jurisdiction) — State of Incorporation
• Duluth, Georgia (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — hange on which registered Common Stock $0.0001 per share BOX L The Nasdaq Stock Market
• $1.00 — he Company's Class A Common Stock above $1.00 per share in an effort to regain compli

Filing Documents

• boxl-20250212.htm (8-K) — 43KB
• boxl-reversestocksplitexx31.htm (EX-3.1) — 19KB
• boxl-reversestocksplitexx9.htm (EX-99.1) — 12KB
• boxl-20230809xex99d1001a.jpg (GRAPHIC) — 4KB
• image_0a.jpg (GRAPHIC) — 425KB
• 0001628280-25-005314.txt ( ) — 801KB
• boxl-20250212.xsd (EX-101.SCH) — 2KB
• boxl-20250212_lab.xml (EX-101.LAB) — 22KB
• boxl-20250212_pre.xml (EX-101.PRE) — 13KB
• boxl-20250212_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The Board of Directors ("Board") of Boxlight Corporation, a Nevada corporation (the "Company"), approved a reverse stock split of the Company's authorized, issued and outstanding shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), at a ratio of 1-for-5 (the "Reverse Stock Split"). The Company expects that the Reverse Stock Split will become effective as of 5:01 p.m., Eastern Time, on February 14, 2025 (the "Effective Date"), with the Class A Common Stock trading on The Nasdaq Capital Market ("Nasdaq") on a reverse split-adjusted basis under the Company's existing trading symbol "BOXL" at the market open on February 18, 2025. On February 12, 2025, the Company filed a Certificate of Change with the Nevada Secretary of State (the "Certificate of Change") to effectuate the Reverse Stock Split. A copy of the Certificate of Change is attached as Exhibit 3.1 hereto and is incorporated herein by reference. Reason for the Reverse Stock Split As previously reported, on February 28, 2024, the Company received a letter from the Listing Qualifications Department (the "Staff") of Nasdaq notifying the Company that, based upon the closing bid price of the Company's Class A Common Stock for the previous 30 consecutive business days, the Company no longer met the requirements of Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until August 26, 2024, to regain compliance with the Bid Price Rule. As previously reported, on August 27, 2024, Nasdaq advised the Company in writing that, while the Company had not regained compliance with the Bid Price Rule, the Company had been granted an additional 180 calendar day extension, or until February 24, 2025, to regain compliance with the Bid Price Rule. The Company is effectuating the Reverse Stock Split to raise

Forward-Looking Statements

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 the effectiveness of the Certificate of Change, the Reverse Stock Split and trading on Nasdaq on a post-reverse split adjusted basis, the effects of the Reverse Stock Split (including on the stock price of the Class A Common Stock), the Company's ability to regain compliance with Nasdaq's Bid Price Rule, the Company's intention to appeal any Nasdaq delisting notice, and 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 Commissi

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 13, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 7.01 (including Exhibit 99.1 hereto), shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), except as expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 3.1 Certificate of Change, filed on February 12, 2025 99.1 Press Release, dated February 13, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. BOXLIGHT CORPORATION Dated: February 13, 2025 By: /s/ Greg Wiggins Name: Greg Wiggins Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR