Boxlight Corp Files 8-K: Material Agreement, Financial Obligation, Officer Changes

TL;DR

Boxlight filed an 8-K for a material agreement, new debt, and exec changes on Dec 18, 2025.

AI Summary

On December 18, 2025, Boxlight Corporation entered into a material definitive agreement, likely related to financing or operations, as indicated by the filing of an 8-K. The filing also notes the creation of a direct financial obligation or off-balance sheet arrangement. Additionally, there were changes in the company's board and officer positions, including the appointment of certain officers and compensatory arrangements.

Why It Matters

This 8-K filing signals significant corporate actions, including new financial commitments and potential leadership shifts, which could impact the company's strategic direction and financial health.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and financial obligations, which can introduce financial risks and operational changes.

Key Players & Entities

• Boxlight Corporation (company) — Registrant
• December 18, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share BOXL The Nasdaq Stock Mar
• $32.2 million — the Lender in the approximate amount of $32.2 million. Material Terms and Amendments: Exte
• $1,000,000 — ified cash at all times of at least (i) $1,000,000 from and after January 1, 2025 until th
• $1,500,000 — until the Eleventh Amendment, and (ii) $1,500,000 from and after the Eleventh Amendment e
• $1,940,000 — ng period ending March 31, 2026 (set at $1,940,000 for such period), and varying thereafte
• $5,000,000 — that the loan parties may retain up to $5,000,000 of such proceeds for working capital an
• $4,000,000 — or the months ending December 31, 2025, $4,000,000; January 31, 2026, $4,400,000; February
• $4,400,000 — 31, 2025, $4,000,000; January 31, 2026, $4,400,000; February 28, 2026, $5,500,000 and from
• $5,500,000 — 1, 2026, $4,400,000; February 28, 2026, $5,500,000 and from and after March 31, 2026 (and
• $25,200 — pected to be no less than approximately $25,200 under the terms of the LTIP. Severance

Filing Documents

• tm2534370d1_8k.htm (8-K) — 43KB
• tm2534370d1_ex10-1.htm (EX-10.1) — 39KB
• tm2534370d1_ex10-2.htm (EX-10.2) — 32KB
• tm2534370d1_ex10-3.htm (EX-10.3) — 1282KB
• 0001104659-25-124917.txt ( ) — 1859KB
• boxl-20251218.xsd (EX-101.SCH) — 3KB
• boxl-20251218_lab.xml (EX-101.LAB) — 33KB
• boxl-20251218_pre.xml (EX-101.PRE) — 22KB
• tm2534370d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 18, 2025, Boxlight Corporation, a Nevada corporation (the "Company"), and its subsidiaries entered into the Eleventh Amendment to Credit Agreement (the "Eleventh Amendment") with Whitehawk Finance LLC, as the lender (the "Lender") and Whitehawk Capital Partners LP, as administrative agent and collateral agent (the "Agent"). The Eleventh Amendment amends the Credit Agreement, originally entered into on December 31, 2021, as amended on April 4, 2022, June 21, 2022, April 24, 2023, June 26, 2023, March 14, 2024, April 19, 2024, August 12, 2024, March 24, 2025, August 12, 2025, and December 2, 2025, between the Company, its subsidiaries as guarantors, the Agent, and the Lender. The Eleventh Amendment becomes effective upon the date upon which its conditions subsequent are satisfied. The subsequent conditions include certain collateral perfection and assessment actions and delivery of legal opinions. The Eleventh Amendment is expected to become effective by January 31, 2026. Pursuant to the Credit Agreement, the Company is currently indebted to the Lender in the approximate amount of $32.2 million. Material Terms and Amendments: Extension of Maturity Pursuant to the Eleventh Amendment, the Lender agreed to extend the final maturity date of the loans under the Credit Agreement from December 31, 2025 to April 1, 2027. Amortization Mandatory quarterly amortization payments on the initial term loan are suspended for the period commencing on the Eleventh Amendment's effective date through, and including, June 30, 2026, with the first amortization payment thereafter due on September 30, 2026. Interest Rates The "Applicable Margin" is set at 6.50% for Secured Overnight Financing Rate (SOFR) loans and 5.50% for reference rate loans, the same as in the Tenth Amendment. Additionally, the definition of the "Reference Rate" was amended to 5.50% per annum from the previous 5.25% per annum. Financial and

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 above regarding the Eleventh Amendment is incorporated by reference into this Item 2.03. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The Board of Directors of Boxlight Corporation (the "Company") determined to initiate a planned leadership transition as the Company advances its operational and strategic priorities. As part of this transition, Dale Strang will step down from his role as Chief Executive Officer and member of the Board of Directors, effective Feb 17, 2026. Boxlight expects to regain compliance with the NASDAQ requirement to maintain a Majority Independent Board with Mr. Strang's aforementioned Board resignation. Mr. Strang has agreed to support the transition of his responsibilities, and the Company appreciates his leadership during a period of significant change. Mr. Strang's departure will be treated as a termination of his employment without "cause" under his Employment Agreement dated September 30, 2024 and effective as of July 1, 2024 (the " Employment Agreement "). ` Under the terms of the Employment Agreement, Mr. Strang will be entitled to receive the following compensation and benefits: Accrued obligations as of the Effective Date, consisting of all accrued and unpaid base salary, any earned but unpaid annual cash incentive bonus (currently no annual incentive payment for the Company's fiscal year 2025 is anticipated), payment for accrued but unused paid time off, reimbursement of reasonable business expenses and any benefits, payments or continuation/conversion rights required by applicable law under benefit plans; and Severance benefits, including (i) 12 months of current base salary, paid in regular installments over 12 months in accordance with the Company'

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1 Employment Agreement dated September 30, 2024 between the Company and Dale Strang 10.2 Boxlight Corporation 2021 Cash Long-Term Incentive Award Plan for Dale Strang 10.3* Eleventh Amendment to Credit Agreement dated as of December 18, 2025 by and among, the Company, the guarantors, the Lender and the Agent 101 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules and attachments upon request by the Securities & Exchange Commission.

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 29, 2025 By: /s/ Ryan Zeek Name: Ryan Zeek Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR