{"url_path":"/sec/boxl/8-k/2026-06-22/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 Material Modification to Rights of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1624512/0001213900-26-070452-index.html","accession_number":"0001213900-26-070452","cik":"0001624512","ticker":"BOXL","issuer_name":"Boxlight Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1624512/0001213900-26-070452-index.html","primary_entity_key":"0001624512","primary_entity_name":"Boxlight Corp"},"word_count":1272,"has_tables":true,"body_markdown":"**Item 3.03 Material Modification to Rights of Security Holders.**\n\n \n\n**1-for-6 Reverse Stock Split**\n\n \n\nThe Board of Directors (“Board”) of\nBoxlight Corporation, a Nevada corporation (the “Company”), approved a reverse stock split of the Company’s authorized,\nissued and outstanding shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), at a ratio of\n1-for-6 (the “Reverse Stock Split”). The Reverse Stock Split has become effective as of 9:30 a.m., Eastern Time, on June 22,\n2026 (the “Effective Date”), with the Class A Common Stock trading on The Nasdaq Capital Market (“Nasdaq”) on\na reverse split-adjusted basis under the Company’s existing trading symbol “BOXL” on June 22, 2026.\n\n \n\nOn June 17, 2026, the Company filed a Certificate\nof Change with the Nevada Secretary of State (the “Certificate of Change”) to effectuate the Reverse Stock Split. A copy of\nthe Certificate of Change is attached as Exhibit 3.1 hereto and is incorporated herein by reference.\n\n \n\n**Reason for the Reverse Stock Split**\n\n \n\nThe Reverse Stock Split is intended to increase\nthe closing bid price of the Company’s Class A Common Stock above $1.00 per share, and to enable the Company to manage continued\ncompliance with Nasdaq Listing Rule 5550(a)(2).\n\n \n\n**Effects of the Reverse Stock Split**\n\n \n\n*Effective Date; Symbol; CUSIP Number*. The\nReverse Stock Split has become effective as of 9:30 a.m., Eastern Time, on June 22, 2026 (the “Effective Date”), with the\nClass A Common Stock trading on Nasdaq on a reverse split-adjusted basis under the Company’s existing trading symbol “BOXL”\non June 22, 2026. The CUSIP number for the Class A Common Stock will change to 103197505.\n\n \n\n*Split Adjustment; No Fractional Shares*.\nOn the Effective Date, the total number of shares of the Company’s Class A Common Stock held by each stockholder will be automatically\nconverted into the number of whole shares of Class A Common Stock equal to (i) the number of issued and outstanding shares of Class A\nCommon Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) six (6). No fractional shares will\nbe issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-Reverse Stock\nSplit Class A Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.\n\n \n\n*Non-Certificated Shares; Certificated Shares*.\nVStock Transfer, LLC is acting as transfer and exchange agent for the Reverse Stock Split. Registered stockholders who hold shares of\nClass A Common Stock are not required to take any action to receive post-Reverse Stock Split shares. Stockholders owning shares of Class\nA Common Stock via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock\nSplit, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse\nStock Split.\n\n \n\n1\n\n \n\n \n\n*State Filing*. Pursuant to Nevada Revised\nStatutes (NRS) Section 78.209, the Company filed the Certificate of Change with the Secretary of State of the State of Nevada on June\n17, 2026 to effectuate the Reverse Stock Split. The Certificate of Change provides that the Reverse Stock Split will become effective\nat 9:30 a.m., Eastern Time, on June 22, 2026. A copy of the Certificate of Change is attached hereto as Exhibit 3.1 and is incorporated\nby reference herein.\n\n \n\n*No Stockholder Approval Required*. Under\nNevada law, because the Reverse Stock Split was approved by the Board in accordance with NRS Section 78.207, no stockholder approval is\nrequired. Pursuant to NRS Section 78.207, the Company may effectuate a Reverse Stock Split without stockholder approval if (i) both the\nnumber of authorized shares of the Class A Common Stock and the number of issued and outstanding shares of the Class A Common Stock are\nproportionally reduced as a result of the Reverse Stock Split; (ii) the Reverse Stock Split does not adversely affect any other class\nof stock of the Company; and (iii) the Company does not pay money or issue scrip to stockholders who would otherwise be entitled to receive\na fractional share as a result of the Reverse Stock Split. As described herein, the Reverse Stock Split complies with such requirements.\n\n \n\n*Capitalization*. Prior to the Reverse Stock\nSplit, the Company was authorized to issue (i) 4,166,667 shares of Class A Common Stock, par value $0.0001 per share, (ii) 50,000,000\nshares of Class B non-voting common stock, par value $0.0001 per share and (iii) 50,000,000 shares of preferred stock, par value $0.0001\nper share. As a result of the Reverse Stock Split, the Company will be authorized to issue 694,445 shares of Class A Common Stock. The\npar value per share of the Class A Common Stock will remain unchanged at $0.0001 per share. The total number of shares of Class B non-voting\ncommon stock and preferred stock of the Company authorized for issuance will not be impacted by the Reverse Stock Split.\n\n \n\nImmediately after effecting the Reverse Stock\nSplit, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain virtually unchanged\nexcept for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges\nof the holders of shares of the Company’s Class A Common Stock will be substantially unaffected by the Reverse Stock Split.\n\n \n\n*Adjustments to Equity Awards, Warrants and\nConvertible Preferred Stock*. As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares\nof Class A Common Stock underlying the Company’s outstanding equity awards and the number of shares issuable under the Company’s\nequity incentive plans and certain existing agreements, as well as the exercise, grant and acquisition prices of such equity awards, as\napplicable. In addition, proportionate adjustments will be made to the Company’s outstanding warrants, resulting in each warrant\nbecoming exercisable for one sixth (1/6th) of a share of Class A Common Stock. Furthermore, proportionate adjustments will be made to\nthe conversion factor at which the Company’s convertible preferred stock may be converted into Class A Common Stock.\n\n \n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K contains forward-looking\nstatements. Forward-looking statements may include, but are not limited to, statements about the Reverse Stock Split and the timing thereof,\nas 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\nof Class A Common Stock and its ability to manage compliance with the minimum bid price requirement for continued listing on Nasdaq. These\nstatements are often characterized by terminology such as “believes,” “hopes,” “may,” “anticipates,”\n“should,” “intends,” “plans,” “will,” “expects,” “estimates,”\n“projects,” “positioned,” “strategy” and similar expressions and are based on assumptions and assessments\nmade in light of management’s experience and perception of historical trends, current conditions, expected future developments and\nother factors believed to be appropriate. Forward-looking statements in this Current Report on Form 8-K are made as of the date of this\nCurrent 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,\nfuture events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties,\nmany of which are outside of the Company’s control. Important factors that could cause actual results, developments and business\ndecisions to differ materially from forward-looking statements are described in the sections titled “Risk Factors” in the\nCompany’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly\nReports on Form 10-Q, as well as reports on Form 8-K.\n\n \n\n2"}