{"url_path":"/sec/boxl/8-k/2026-08-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1624512/0001213900-26-087806-index.html","accession_number":"0001213900-26-087806","cik":"0001624512","ticker":"BOXL","issuer_name":"Boxlight Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1624512/0001213900-26-087806-index.html","primary_entity_key":"0001624512","primary_entity_name":"Boxlight Corp"},"word_count":2608,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive\nAgreement**\n\n \n\nOn August 5, 2026, Boxlight Corporation, a Nevada\ncorporation (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”)\nwith the purchasers identified on the signature pages thereto (collectively, the “Purchasers”), pursuant to which the Company\nagreed to sell to the Purchasers an aggregate of 937,500 shares of the Company’s newly designated Series D Convertible Preferred\nStock, par value $0.0001 per share (the “Preferred Stock”), at a purchase price of $8.00 per share, each share having a stated\nvalue of $10.00, reflecting a 20% original issue discount (“OID”). The Preferred Stock is convertible into shares of the Company’s\nClass A Common Stock, par value $0.0001 per share (the “Common Stock”), in accordance with the terms of the Certificate of\nDesignation (as defined below).\n\n \n\nIn connection with the foregoing, the Company\nentered into the following transaction documents, each of which is summarized below:\n\n \n\n**Securities Purchase Agreement**\n\n \n\nThe Securities Purchase Agreement, dated August\n5, 2026, is by and among the Company and the Purchasers, pursuant to which the Company agreed to issue and sell 937,500 shares of Preferred\nStock in two tranches: Tranche One, in the amount of $5,500,000 (687,500 shares of Preferred Stock), payable on or before the Closing\nDate; and Tranche Two, in the amount of $2,000,000 (the “Effectiveness Tranche Amount”) (250,000 shares of Preferred Stock),\npayable upon effectiveness of the resale registration statement, subject to a 60-calendar-day outside date and to (a) the Company’s\nobtaining the Required Stockholder Approvals (to permit conversion in excess of 19.99% of outstanding Common Stock, increase authorized\nClass A Common Stock, authorize a reverse stock split of up to 500:1, and obtain the stockholder approval required under the Company’s\noutstanding warrant agreement, dated as of December 31, 2021, with WhiteHawk Finance LLC, for the sale or issuance of Class A Common Stock\nat a price per share below the exercise price then in effect thereunder) and (b) the Company remaining current in its SEC reporting obligations.\n\n \n\nThe Securities Purchase Agreement contains customary\nrepresentations and warranties, a most-favored-nation provision with respect to subsequent more-favorable financings, and transfer restrictions\non the securities. Net proceeds must be used for general corporate purposes and working capital, and may not be used to repay indebtedness,\nredeem equity securities, settle litigation, or be used in violation of applicable anti-corruption or economic sanctions laws. The Securities\nPurchase Agreement is governed by Nevada law and provides for arbitration administered by RapidRuling in New York, New York, with each\nparty waiving its right to a jury trial.\n\n** **\n\n**Certificate of Designation for Series D\nConvertible Preferred Stock**\n\n \n\nIn connection with the closing of the transaction,\nthe Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Certificate\nof Designation”) with the Secretary of State of the State of Nevada pursuant to NRS 78.1955, establishing up to 937,500 shares of\nSeries D Convertible Preferred Stock. The material terms of the Preferred Stock, as set forth in the Certificate of Designation, include\nthe following:\n\n \n\n●Stated Value and Purchase Price. The Preferred Stock has\na stated value and liquidation value of $10.00 per share and was issued at a purchase price of $8.00 per share, reflecting a 20% original\nissue discount.\n\n \n\n●Ranking. The Preferred Stock ranks senior to the Company’s\nClass A Common Stock and Class B Common Stock with respect to liquidation distributions.\n\n \n\n●Dividends. The Preferred Stock does not accrue dividends in the ordinary course. Upon the occurrence of\na “Dividend Trigger Event” (which includes an Event of Default or the Class A Common Stock trading below the applicable floor price for\nfive consecutive trading days), a cumulative “Default Dividend” at a rate of 20% per annum accrues on the stated value of\nthe outstanding Preferred Stock, payable monthly solely in kind, by adding the accrued amount to, and thereby increasing, the stated value\nof the Preferred Stock.\n\n \n\n●Liquidation Preference. Upon a liquidation, dissolution, or winding up of the Company, holders of the\nPreferred Stock are entitled to receive, prior to any distribution to holders of junior securities, an amount equal to the aggregate stated\nvalue of the outstanding Preferred Stock ($10.00 per share).\n\n \n\n●Voting. The Preferred Stock is non-voting, except with respect to amendments that would adversely affect\nthe rights of holders of the Series D Preferred Stock.\n\n \n\n1\n\n  \n\n●Conversion. The Preferred Stock is convertible at any time after the Initial Issuance Date into shares\nof Common Stock at a conversion price determined in accordance with the Certificate of Designation, generally based on a discount to recent\nmarket prices and subject to an applicable floor price and other limitations set forth therein.\n\n \n\n●Beneficial Ownership Limitation. Conversions are subject to a 4.99% beneficial ownership limitation.\n\n \n\n●Exchange Cap. Absent the Required Stockholder Approvals, conversions are subject to an exchange cap of\n19.99% of the outstanding shares of Common Stock as of the Closing Date, in accordance with Nasdaq Listing Rule 5635(d). If conversion\nshares would equal or exceed 20% of the outstanding Common Stock, the Company must call a special stockholder meeting within 20 days of\nthe Initial Issuance Date (and every 20 days thereafter until approval is obtained) to approve the transactions contemplated by the Securities\nPurchase Agreement, including the issuance of shares in excess of the Exchange Cap, a reverse stock split of up to 500:1, and an increase\nin authorized shares.\n\n \n\n●Share Reserve. The Company is required to maintain a share reserve with its transfer agent equal to not\nless than 300% of the shares of Common Stock issuable upon full conversion of the outstanding Preferred Stock at the applicable floor price.\n\n \n\n●Events of Default. Events of default under the Certificate of Designation include, among other things,\ndelivery failures, missed dividend payments, delisting or trading suspension (for one trading day), failure to remain current in SEC filings,\nfailure to maintain the share reserve or DTC eligibility, loss of an effective resale registration statement, and bankruptcy (with a 30-day\ncure period for involuntary proceedings). Upon the occurrence of an Event of Default, the stated value of the Preferred Stock automatically\nincreases by a 20% “Default Premium.”\n\n \n\n●Protective Provisions. The Certificate of Designation requires the approval of holders of a majority of\nthe outstanding Series D Preferred Stock for amendments adverse to the rights of the Series D, issuance of additional Series D shares,\nor Variable Rate Transactions (other than the Equity Purchase Agreement described below).\n\n \n\n**Registration Rights Agreement**\n\n** **\n\nIn connection with the Securities Purchase Agreement,\nthe Company and the Purchasers entered into a registration rights agreement, dated August 5, 2026 (the “Registration Rights Agreement”),\npursuant to which the Company agreed to file an initial resale registration statement (on Form S-1 or Form S-3, as applicable) covering\nthe “Registrable Securities” (defined as 200% of the shares of Common Stock issuable upon conversion of the Preferred Stock,\nassuming conversion at the applicable floor price, plus all shares of Common Stock issued or issuable under the Equity Purchase Agreement\ndescribed below) within 30 calendar days of the Closing Date, and to use its best efforts to have the registration statement declared\neffective within 60 calendar days of the Closing Date (or such shorter period following SEC staff clearance).\n\n \n\nUpon certain registration failures (including\nuntimely filing, failure of the registration statement to become effective, prolonged unavailability of the prospectus, or failure to\nmaintain Rule 144 public information requirements), the Company must pay liquidated damages equal to 5% of the aggregate subscription\namount per affected holder, payable at the occurrence of such event and every 30 days thereafter until cured, plus interest at 18% per\nannum on late payments. The Company bears all registration expenses and has agreed to customary indemnification provisions for both parties.\nAmendments require the consent of holders of at least 50.1% of the outstanding Registrable Securities. The Registration Rights Agreement\nis governed by Nevada law, consistent with the Securities Purchase Agreement.\n\n \n\n2\n\n \n\n**Equity Purchase Agreement (Equity Line of\nCredit)**\n\n** **\n\nConcurrently with the closing of the transaction,\nthe Company entered into an Equity Purchase Agreement, dated August 5, 2026, with certain investor identified on the signature page thereto\n(the “Investor”), establishing an equity line facility under which the Company may sell to the Investor up to $15,000,000\n(the “Maximum Commitment Amount”) of shares of the Company's Class A Common Stock over a 36-month commitment period. Under\nthe Equity Purchase Agreement, the Company may direct the Investor to purchase shares (“Put Shares”) through “Regular\nPuts” and “Intraday Puts” at a purchase price equal to 95% of the applicable market price, subject to the Maximum Regular\nPut Amount (the lesser of 100% of the five-day average daily trading volume, 30% of daily trading volume on the put date, or $500,000\ndivided by the closing price) and the Maximum Intraday Put Amount (4.99% of the outstanding shares of Class A Common Stock on the date\nof the applicable Intraday Put Notice), in each case as may be waived by the Investor in its sole discretion.\n\n \n\nThe Equity Purchase Agreement includes the following\nmaterial terms and conditions:\n\n \n\n●Exchange Cap. The aggregate number of shares of Common Stock issuable under the Equity Purchase Agreement\nis subject to an exchange cap of 19.99% of the outstanding shares of Common Stock as of the execution date, if and to the extent required\nunder applicable Nasdaq rules and absent applicable stockholder approval. The Company previously received stockholder approval at its prior annual\nmeeting of stockholders with respect to the issuance of shares of Common Stock under the Equity Purchase Agreement in excess of the Exchange\nCap.\n\n \n\n●Beneficial Ownership Limitation. The Investor may not acquire shares that would result in the Investor\nbeneficially owning in excess of 4.99% of the outstanding shares of Common Stock (subject to adjustment up to 9.99% upon 61 days’\nprior notice by the Investor).\n\n \n\n●Commitment Fee. The Company agreed to pay a commitment fee of $150,000, payable in shares of Common Stock\n(“Commitment Shares”) (or, at the Investor’s election, in pre-funded warrants exercisable at $0.0001 per share). The\ncommitment fee is fully earned as of the execution date and is issuable at the Closing Date, with a “True-Up” mechanism requiring\nthe issuance of additional shares of Common Stock (“True-Up Commitment Shares”) if the share price declines as of the earlier\nof Rule 144 eligibility or effectiveness of the resale registration statement.\n\n \n\n●Restrictive Legends; Put Shares. No restrictive legend is required on Put Shares issued under the Equity\nPurchase Agreement.\n\n \n\n●Standstill. The Company is subject to standstill periods restricting certain issuances around put notices.\n\n \n\n●Termination. The Equity Purchase Agreement terminates automatically at the end of the 36-month commitment\nperiod or upon purchase of the full Maximum Commitment Amount. The Investor may terminate upon the occurrence of certain bankruptcy events\nor a final delisting of the Common Stock.\n\n \n\n●During the term of the Equity Purchase Agreement, the Company may not enter into any other equity line\nof credit or similar arrangement, or engage in Variable Rate Transactions other than under the Equity Purchase Agreement, without the Investor’s consent.\n\n \n\n**Irrevocable Transfer Agent Instructions**\n\n \n\nThe Company delivered irrevocable instructions\n(the “Transfer Agent Instructions”) to VStock Transfer, LLC, directing it to, among other things: (i) issue the Commitment\nShares (as defined below) under the Equity Purchase Agreement at closing; (ii) issue True-Up Commitment Shares (as defined below) upon\nnotice from the Investor; (iii) maintain a share reserve of not less than 300% of the shares of Common Stock issuable upon full conversion\nof the outstanding Preferred Stock (the “Conversion Shares”) and not less than 100% of the maximum shares issuable as Put\nShares and Commitment Shares under the Equity Purchase Agreement (the “ELOC Shares”); (iv) issue securities within one trading\nday of receipt of an issuance notice, without further Company consent; (v) deliver shares electronically via DWAC where legend-removal\nconditions are met, or otherwise in certificated/legended form; and (vi) remove restrictive legends upon effectiveness of a registration\nstatement, Rule 144 eligibility, or other exempt transfer, subject to customary opinion-of-counsel requirements.\n\nThe Transfer Agent Instructions are irrevocable,\nconstitute an inducement to the Purchasers, provide that the Purchasers are express third-party beneficiaries thereof, and are accompanied\nby the Company’s agreement to indemnify the Transfer Agent.\n\n \n\n**Lock-Up Agreements**\n\n** **\n\nIn connection with the Securities Purchase Agreement,\nthe Company’s directors, executive officers, and certain stockholders identified therein entered into Lock-Up Agreements, dated\nAugust 5, 2026 (collectively, the “Lock-Up Agreements”), pursuant to which each such person agreed not to offer, sell, contract\nto sell, pledge, or otherwise transfer or dispose of shares of Common Stock or other securities convertible into or exercisable for Common\nStock beneficially owned by such person, for a period of 180 calendar days following the Closing Date, subject to customary exceptions,\nincluding transfers as bona fide gifts, to affiliates or family trusts, by operation of law, pursuant to a Rule 10b5-1 trading plan established\nafter the lock-up period, or in connection with a change of control transaction approved by the Company’s board of directors. The\nLock-Up Agreements are governed by Nevada law and provide for arbitration administered by RapidRuling in New York, New York.\n\n \n\n3\n\n \n\n**Form of Pre-Funded Warrant**\n\n** **\n\nIn connection with the Equity Purchase Agreement,\nthe Company also approved a form of Pre-Funded Warrant to purchase shares of Common Stock (the “Pre-Funded Warrants”), which\nthe Investor may elect to receive in lieu of Commitment Shares (including True-Up Commitment Shares) under the Equity Purchase Agreement.\nThe Pre-Funded Warrants are exercisable at a nominal exercise price of $0.0001 per share, are exercisable at any time until exercised\nin full (with no fixed expiration date), permit cashless exercise, and are subject to a 4.99% beneficial ownership limitation (which may\nbe increased by the holder up to 9.99% upon 61 calendar days’ prior written notice to the Company). The Pre-Funded Warrants are\ngoverned by Nevada law and provide for arbitration administered by RapidRuling in New York, New York.\n\n \n\n**Placement Agent Agreement**\n\n \n\nIn connection with the Placement, the Company\nentered into a Placement Agent Agreement, dated August 5, 2026 (the “Placement Agent Agreement”), with RBW Capital Partners\nLLC and Dawson James Securities, Inc. (collectively, the “Placement Agent”), pursuant to which the Placement Agent agreed\nto act as the Company’s exclusive placement agent on a “best efforts” basis in connection with the offering of the Preferred\nStock. The Placement Agent Agreement does not obligate the Placement Agent to purchase any of the Securities.\n\n \n\nAs compensation for the Placement Agent’s\nservices, the Company agreed to pay the Placement Agent (i) a cash fee equal to 7.0% of the aggregate gross proceeds received by the Company\nin the Placement (excluding any gross proceeds received under the Equity Purchase Agreement), and (ii) a cash fee equal to 2.0% of the aggregate gross proceeds\nreceived by the Company under the Equity Purchase Agreement as amounts are drawn down thereunder. The Company also agreed to reimburse the Placement Agent\nfor reasonable and accountable out-of-pocket expenses, including the fees and expenses of the Placement Agent’s legal counsel, in\nan aggregate amount not to exceed $100,000. In addition, the Placement Agent is entitled to compensation with respect to any financing\nconsummated within eighteen (18) months after the closing, expiration, or termination of the Placement Agent Agreement, to the extent\nsuch financing is provided by investors introduced by the Placement Agent.\n\n \n\nThe foregoing descriptions of the Securities Purchase\nAgreement, Certificate of Designation, Registration Rights Agreement, Transfer Agent Instructions, Equity Purchase Agreement, Lock-Up\nAgreements, Form of Pre-Funded Warrant, and Placement Agent Agreement do not purport to be complete and are qualified in their entirety\nby reference to the full text of such agreements, copies of which are filed as exhibits to this Current Report on Form 8-K and incorporated\nherein by reference."}