Boxlight Corp

S-11 ea0306150-s1_boxlight.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on September 22, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BOXLIGHT CORPORATION

(Exact name of registrant as specified in its charter)

Michael Pope

Executive Chairman

2750 Premiere Pkwy #900

Duluth, Georgia 30097

(678) 367-0809

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Copies to:

Joseph M. Lucosky, Esq.

Edward Welch, Esq.

Lucosky Brookman LLP

101 Wood Avenue South, 5th Floor

Woodbridge, New Jersey 08830

(732) 395-4400

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 22, 2026

PRELIMINARY PROSPECTUS

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.

The Selling Stockholders may offer all or part of the Shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices.

Our Common Stock is listed and traded under the symbol “BOXL” on the Nasdaq Capital Market. On September 18, 2026, the closing price of our Common Stock on the Nasdaq Capital Market was $4.42.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is September 22, 2026.

TABLE OF CONTENTS

You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that information contained in this prospectus is correct as of any time after its date.

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