Boxlight Corp
For the period ended Nov 10, 2026. Filed Oct 15, 2026.
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Nov 10, 2026 · Filed Oct 15, 2026
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DEF 14A 1 ea0308281-def14a_boxlight.htm DEFINITIVE PROXY STATEMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
BOXLIGHT CORPORATION
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
2750 Premiere Parkway, Ste. 900
Duluth, Georgia 30097
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held at 10:00 a.m. Eastern Time on November 10, 2026
October 15, 2026
NOTICE IS HEREBY GIVEN that Boxlight Corporation (the “Company”) will hold a special meeting of stockholders (the “Special Meeting”) on Tuesday, November 10, 2026, at 10:00 a.m. Eastern Time, which will be conducted exclusively online via live webcast. To participate in the Special Meeting, you must pre-register at https://web.viewproxy.com/BOXL/2026SM by 11:59 p.m. Eastern Time on November 9, 2026, the day before the Special Meeting. Once you pre-register, you will receive a link via email that you can use to join the day of the Special Meeting. The Special Meeting is being held for the following purposes:
| (1) | to grant discretionary authority to the Company’s board of directors (“the Board”) to (i) amend the Company’s articles of incorporation, as amended (the “Articles of Incorporation”), to effect one or more reverse stock splits of all outstanding shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), at a ratio of up to one share of Common Stock for 1,000 outstanding shares of Common Stock, with the exact ratio or ratios to be determined by the Board at its sole discretion and (ii) effect such reverse stock splits, if any, within three (3) years of the date the proposal is approved by stockholders (the “Reverse Stock Splits Proposal”); |
| (2) | to approve, for purposes of Nasdaq Listing Rule 5635(d) (the “Nasdaq Rules”) of the Nasdaq Stock Market LLC (“Nasdaq”), the issuance of more than 19.99% of our outstanding shares of Class A Common Stock, (a) issuable upon conversion of the Company’s Series D Preferred Stock, which was issued and sold pursuant to that certain Securities Purchase Agreement, dated August 5, 2026, by and among the Company and the purchasers named therein (the “Securities Purchase Agreement”), (b) issuable upon conversion of the Company’s Series E Convertible Preferred Stock (the “Series E Preferred Stock”), which was issued and sold pursuant to that certain Securities Purchase Agreement, dated September 30, 2026, by and between the Company and J.J. Astor & Co. (the “Series E Securities Purchase Agreement”) and which Series E Preferred Stock votes with the Class A Common Stock on an “as converted” basis, and (c) issuable pursuant to that certain Equity Purchase Agreement, dated August 5, 2026, by and between the Company and Secure Net Capital LLC (the “ELOC”), at prices that may be less than the “minimum price” (as defined under Nasdaq rules), and, with respect to the Series E Preferred Stock, to approve such issuance for purposes of Nasdaq Listing Rules 5635(b) and 5635(c) and the right of the holders of the Series E Preferred Stock to vote such shares on an “as converted” basis in excess of 19.99% of the voting power of the Company outstanding as of September 30, 2026, and to approve and ratify the transactions contemplated by the Series E Securities Purchase Agreement (the “Exchange Cap Proposal”); |
| (3) | to approve the sales or issuances of Class A Common Stock at prices below the exercise price then in effect under the existing WhiteHawk Finance LLC warrant agreement, dated as of December 31, 2021 (the “WhiteHawk Proposal”); |
| (4) | to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Stock Splits Proposal, the Exchange Cap Proposal, the WhiteHawk Proposal, the Authorized Share Increase Proposal, the J.J. Astor Proposal, the 2026 Plan Proposal and the Name Change Proposal (each as defined below) if there are not sufficient votes at the Special Meeting to approve and adopt any or all of such proposals (the “Adjournment Proposal”); |
| (5) | to approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Class A Common Stock from 55,000,000 shares to 500,000,000 shares in order to ensure that the Company has a sufficient number of authorized but unissued shares available for the purposes described herein and for future corporate purposes, including future financings, strategic transactions, equity compensation and other general corporate purposes (the “Authorized Share Increase Proposal”); |
| (6) | to approve, for purposes of Nasdaq Listing Rules 5635(b), 5635(c) and 5635(d), the issuance of shares of Class A Common Stock upon conversion of amounts outstanding under the Company’s Inventory Finance Agreement, dated May 27, 2025, as amended, with J.J. Astor & Co. (including any Make Whole Shares issuable thereunder), in excess of 19.99% of the outstanding shares of Class A Common Stock, at prices that may be less than the “minimum price” (as defined under Nasdaq rules) (the “J.J. Astor Proposal”); |
| (7) | to approve the Boxlight Corporation 2026 Equity Incentive Plan, including the reservation of 6,500,000 shares of Class A Common Stock for issuance thereunder (the “2026 Plan Proposal”); |
| (8) | to approve an amendment to the Company’s Articles of Incorporation to change the name of the Company from “Boxlight Corporation” to “Boxlight Group Corporation” (the “Name Change Proposal”); and |
| (9) | to consider and transact such other business as may be properly brought before the Special Meeting and any adjournments thereof. |
The Proxy Statement accompanying this notice describes each of these items of business in detail. The Board has fixed the close of business on September 17, 2026, as the record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. Accordingly, only stockholders of record at the close of business on September 17, 2026 are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements of the Special Meeting.
Your vote is important. Whether or not you expect to attend the Special Meeting, please vote via the Internet, by telephone, or complete, date, sign and promptly return the proxy card so that your shares may be represented at the meeting.
| October 15, 2026 | By Order of the Board of Directors, |
|---|---|
| /s/ Michael Pope | |
| Michael Pope | |
| Executive Chairman of the Board |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 10, 2026.
The proxy statement is available at https://web.viewproxy.com/BOXL/2026SM.
Whether or not you expect to attend the Special Meeting, please submit voting instructions for your shares promptly using the directions on your proxy card. Even if you have voted by proxy, you may still vote electronically during the Special Meeting via the live webcast. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote during the Special Meeting, you must obtain a proxy issued in your name from that record holder.
TABLE OF CONTENTS
| Page | |
|---|---|
| ABOUT THE MEETING | 1 |
| PRINCIPAL STOCKHOLDERS | 6 |
| SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS | 7 |
| PROPOSAL ONE: THE REVERSE STOCK SPLITS PROPOSAL | 14 |
| Summary | 14 |
| Effective Date | 14 |
| Purposes of the Reverse Stock Splits | 15 |
| Interests of Directors and Executive Officers | 15 |
| Vote Required | 15 |
| PROPOSAL TWO: THE EXCHANGE CAP PROPOSAL | 16 |
| The Exchange Cap | 16 |
| Effect of Issuance of Additional Securities | 17 |
| Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval | 17 |
| Additional Information | 18 |
| Vote Required | 18 |
| PROPOSAL THREE: THE WHITEHAWK PROPOSAL | 19 |
| PROPOSAL FOUR: THE ADJOURNMENT PROPOSAL | 20 |
| PROPOSAL FIVE: THE AUTHORIZED SHARE INCREASE PROPOSAL | 21 |
| PROPOSAL SIX: THE J.J. ASTOR PROPOSAL | 23 |
| PROPOSAL SEVEN: THE 2026 PLAN PROPOSAL | 24 |
| PROPOSAL EIGHT: THE NAME CHANGE PROPOSAL | 28 |
| APPENDIX A - Form of Certificate of Amendment of Articles of Incorporation to Effect Reverse Stock Split | A-1 |
| APPENDIX B - Form of Certificate of Amendment of Articles of Incorporation to Effect Authorized Share Increase Proposal | B-1 |
| APPENDIX C - Boxlight Corporation 2026 Equity Incentive Plan | C-1 |
| APPENDIX D - Form of Certificate of Amendment of Articles of Incorporation to Effect Name Change | D-1 |
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2750 Premiere Parkway, Ste. 900
Duluth, Georgia 30097
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.