Boxlight Corp

Effective Date; Symbol; CUSIP Number. The Reverse Stock Split is expected to become effective as of 5:00 p.m., Eastern Time, on December 22, 2025. It is further expected that the Class A Common Stock will begin trading on a split-adjusted basis on Nasdaq when the market opens on December 23, 2025, under the existing trading symbol “BOXL”. The CUSIP number for the Class A Common Stock will change to 103197406.

Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company’s Class A Common Stock held by each stockholder will be automatically converted into the number of whole shares of Class A Common Stock equal to (i) the number of issued and outstanding shares of Class A Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) six (6). No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-Reverse Stock Split Class A Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

Non-Certificated Shares; Certificated Shares. VStock Transfer, LLC is acting as transfer and exchange agent for the Reverse Stock Split. Registered stockholders who hold shares of Class A Common Stock are not required to take any action to receive post-Reverse Stock Split shares. Stockholders owning shares of Class A Common Stock via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.

State Filing. Pursuant to Nevada Revised Statutes (NRS) Section 78.209, the Company filed the Certificate of Change with the Secretary of State of the State of Nevada on December 16, 2025 to effectuate the Reverse Stock Split. The Certificate of Change provides that the Reverse Stock Split will become effective at 5:00 p.m., Eastern Time, on December 22, 2025. A copy of the Certificate of Change is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

No Stockholder Approval Required. Under Nevada law, because the Reverse Stock Split was approved by the Board in accordance with NRS Section 78.207, no stockholder approval is required. Pursuant to NRS Section 78.207, the Company may effectuate a Reverse Stock Split without stockholder approval if (i) both the number of authorized shares of the Class A Common Stock and the number of issued and outstanding shares of the Class A Common Stock are proportionally reduced as a result of the Reverse Stock Split; (ii) the Reverse Stock Split does not adversely affect any other class of stock of the Company; and (iii) the Company does not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. As described herein, the Reverse Stock Split complies with such requirements.

Capitalization. Prior to the Reverse Stock Split, the Company was authorized to issue (i) 25,000,000 shares of Class A Common Stock, par value $0.0001 per share, (ii) 50,000,000 shares 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 per share. As a result of the Reverse Stock Split, the Company will be authorized to issue 4,166,667 shares of Class A Common Stock. The par 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 common stock and preferred stock of the Company authorized for issuance will not be impacted by the Reverse Stock Split.

Immediately after effecting the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of the Company’s Class A Common Stock will be substantially unaffected by the Reverse Stock Split.

Adjustments to Equity Awards, Warrants and Convertible Preferred Stock. As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of Class A Common Stock underlying the Company’s outstanding equity awards and the number of shares issuable under the Company’s equity incentive plans and certain existing agreements, as well as the exercise, grant and acquisition prices of such equity awards, as applicable. In addition, proportionate adjustments will be made to the Company’s outstanding warrants, resulting in each warrant becoming exercisable for one sixth (1/6th) of a share of Class A Common Stock. Furthermore, proportionate adjustments will be made to the conversion factor at which the Company’s convertible preferred stock may be converted into Class A Common Stock.