BOXLIGHT CORPORATION

 

47,112,385 Shares of Common Stock offered by the Selling Stockholders

 

This prospectus relates to the offering and resale by the selling stockholders identified herein (the "Selling Stockholders") of up to 47,112,385 shares of Class A common stock, $0.0001 par value per share (the "Common Stock"), of Boxlight Corporation (the "Company"), consisting of: (i) 30,438,310 shares of Common Stock issuable, representing 200% of the shares currently issuable, upon conversion of 937,500 shares of the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), assuming conversion at the Adjusted Floor Price (as defined in the Certificate of Designation of Series D Convertible Preferred Stock) as of August 31, 2026, issued in a private placement to certain accredited investors pursuant to a securities purchase agreement dated August 5, 2026 (the "Securities Purchase Agreement"); (ii) 15,243,507 shares of Common Stock issued or issuable to Secure Net Capital LLC pursuant to an equity purchase agreement dated August 5, 2026 (the "Equity Purchase Agreement"), providing for purchases of up to $15,000,000 of Common Stock over a 36-month commitment period, including commitment fee shares and any true-up shares (the "True-Up Commitment Shares") issuable thereunder; and (iii) 1,430,568 shares of Common Stock issued or issuable to J.J. Astor & Co. ("J.J. Astor") upon conversion of amounts owed under our inventory finance agreement with J.J. Astor dated May 27, 2025, as amended and restated on November 3, 2025 and as further amended on April 1, 2026 (the "Inventory Finance Agreement"). The purchase price for shares sold pursuant to regular puts under the Equity Purchase Agreement equals 95% of the lowest daily volume weighted average price ("VWAP") of the Common Stock during the applicable pricing period following delivery of a regular put notice. The purchase price for shares sold pursuant to intraday puts shall be equal to 95% of the lowest traded price of the Common Stock during the applicable intraday pricing period. A regular put notice is deemed withdrawn if the closing price on the put date is less than $1.00 per share (unless the Investor waives that condition), and the Investor’s beneficial ownership is limited to 4.99% of the outstanding Common Stock, which may be increased to not more than 9.99% upon not less than 61 days’ prior written notice by the Investor.

 

The Preferred Stock was issued at a purchase price of $8.00 per share (reflecting a 20% original issue discount to a $10.00 stated value) for aggregate gross proceeds of $7,500,000. The Preferred Stock is convertible into Common Stock at a conversion price equal to the greater of (x) the Adjusted Floor Price or (y) 80% of the lowest closing price over the five trading days immediately preceding conversion.

 

We are registering the resale of these shares as required by a registration rights agreement dated August 5, 2026 (the "Registration Rights Agreement"). We will not receive any proceeds from the resale of shares by the Selling Stockholders. We may receive proceeds of up to $15,000,000 from sales of Common Stock to Secure Net Capital LLC under the Equity Purchase Agreement, which we intend to use for general corporate purposes, and working capital, and the repayment of outstanding indebtedness.

 

The Selling Stockholders may from time to time sell, transfer or otherwise dispose of any or all of the Shares in a number of different ways, at either prevailing market prices or at privately negotiated prices. See "Plan of Distribution" beginning on page 36 of this prospectus for more information.