Material Event (Form 8-K)

Item 8.01. Other Events.

Regained Compliance with Nasdaq Stock Market Listing Standards

Following the completion of the transactions summarized below, Boxlight Corporation (the "Company") believes, as of the date of this filing, that it has stockholders' equity of at least $2.5 million as required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b) (the "Equity Rule"). The Company awaits Nasdaq's formal confirmation that it has regained compliance with the Equity Rule. In any event, the Company expects that Nasdaq will continue to monitor the Company's compliance with the Equity Rule and, if at the time of its next periodic report the Company does not comply, the Company may be subject to delisting.

As previously reported, on April 7, 2025, the Company received notice from Nasdaq's Listing Qualifications Staff that it no longer satisfied the Equity Rule. The Company thereafter submitted a plan to regain compliance with the rule, with Nasdaq ultimately granting the Company until October 6, 2025 to evidence compliance with the Equity Rule.

On August 8, 2025, the Company held its 2025 annual meeting of shareholders, at which the Company's shareholders approved, among other items, 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.

On September 24, 2025, the Company announced that it had completed 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. Further, holders of 882,000 shares of common warrants have exercised their warrants at $2.13 per share in the past few weeks, providing the Company with another $1.9 million of gross proceeds.

On October 3, 2025, the Company reported that it had entered into an agreement to modify the terms of its Series B Preferred Stock and for the holders of its Series C Preferred Stock to convert their holdings into common stock of the Company. The increase in the number of authorized shares of Class A common stock was necessary to allow the conversion of the 1,320,850 shares of Series C Preferred Stock into 194,843 shares of Class A common stock.

The original terms of the Series B Preferred Stock contained redemption features that were not solely within the control of the Company, and the Company classified the Series B Preferred Stock as temporary equity on its consolidated balance sheet. The modifications to the Series B Preferred Stock, among other things, removed the redemption features that were not solely in the Company's control. As a result, the Company believes it is now able to classify the Series B Preferred Stock as permanent equity on its consolidated balance sheet. The Company believes that the combination of the capital raising activities above and the reclassification of the Series B Preferred Stock results in the Company complying with the Equity Rule by having stockholders' equity of at least $2.5 million.

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, the Company has also recently 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.

As a result of the foregoing, the Company believes it is currently in compliance with Nasdaq's listing standards.