Boxlight Corp Files 8-K: Security Holder Rights & Bylaws Amended

Ticker: BOXL · Form: 8-K · Filed: Dec 19, 2025 · CIK: 1624512

Sentiment: neutral

Topics: corporate-governance, filing-update, legal-amendment

TL;DR

Boxlight just filed an 8-K. Big changes to security holder rights and bylaws. Keep an eye on this.

AI Summary

Boxlight Corporation filed an 8-K on December 19, 2025, reporting material modifications to security holders' rights and amendments to its articles of incorporation or bylaws. The filing also included Regulation FD disclosures and financial statements/exhibits. The company, formerly known as Logical Choice Corp, is incorporated in Nevada and headquartered in Duluth, Georgia.

Why It Matters

This filing indicates significant changes to Boxlight's corporate structure or security holder agreements, which could impact investor rights and the company's governance.

Risk Assessment

Risk Level: medium — Changes to security holder rights and bylaws can introduce new risks or alter existing ones for investors.

Key Numbers

Key Players & Entities

FAQ

What specific material modifications were made to the rights of security holders?

The filing indicates material modifications to the rights of security holders, but the specific details are not provided in this excerpt and would require reviewing the attached exhibits.

What amendments were made to Boxlight Corporation's articles of incorporation or bylaws?

The filing states that amendments were made to the articles of incorporation or bylaws, but the exact nature of these amendments is not detailed in this summary and would be found in the exhibits.

What is the significance of the Regulation FD Disclosure mentioned?

Regulation FD (Fair Disclosure) ensures that material non-public information is disclosed to all investors simultaneously, suggesting that important company information was shared publicly.

When was Boxlight Corporation formerly known as Logical Choice Corp?

The date of the name change from Logical Choice Corp to Boxlight Corporation was November 6, 2014.

Where are Boxlight Corporation's principal executive offices located?

Boxlight Corporation's principal executive offices are located at 2750 Premiere Parkway, Suite 900, Duluth, Georgia 30097.

Filing Stats: 1,840 words · 7 min read · ~6 pages · Grade level 11.1 · Accepted 2025-12-19 08:35:13

Key Financial Figures

Filing Documents

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. 1-for-6 Reverse Stock Split 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-6 (the "Reverse Stock Split"). The Company expects that the Reverse Stock Split will become effective as of 5:00 p.m., Eastern Time, on December 22, 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 December 23, 2025. On December 16, 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 The Reverse Stock Split is intended to increase the closing bid price of the Company's Class A Common Stock above $1.00 per share, and to enable the Company to manage continued compliance with Nasdaq Listing Rule 5550(a)(2). Effects of the Reverse Stock Split Effective Date; Symbol; CUSIP Number . The Reverse Stock Split is expected to become effective as of 5:00 p.m., Eastern Time, on December 22, 2025. It is further expected that the Class A Common Stock will begin trading on a split-adjusted basis on Nasdaq when the market opens on December 23, 2025, under the existing trading symbol "BOXL". The CUSIP number for the Class A Common Stock will change to 103197406. Split Adjustment; No Fractional Shares . On the Effective Date, the total number of shares of the Company's Class A Common Stock held by each stockholder will be automatically converted into the number of whole shares of Class A Common Stoc

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 about the Reverse Stock Split and the timing thereof, as well as the trading of the Class A Common Stock, the Company's ability to increase its closing bid price above $1.00 per share of Class A Common Stock and its ability to manage compliance with the minimum bid price requirement for continued listing on Nasdaq. 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, as well as reports on Form 8-K.

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 December 19, 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 December 16, 2025 99.1 Press Release, dated December 19, 2025 101 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: December 19, 2025 By: /s/ Ryan Zeek Name: Ryan Zeek Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing