Opening the filing
8-K/A
NOTE On October 6, 2026, Boxlight Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”)
with the Securities and Exchange Commission (the “SEC”) reporting, among other things, the Company’s entry into the Series D SPA Amendment, the Series E SPA and the Series E RRA, and the execution and delivery of a Consent, Waiver and Ratification, dated as of October 6, 2026, by the holders of a majority of the outstanding shares of Series D Preferred Stock (the “Original Series D Consent”), a copy of which was filed as Exhibit 10.4 to the Original Form 8-K. Capitalized terms used but not defined in this Amendment No. 1 have the meanings given to them in the Original Form 8-K, or, if not defined therein, in the Revised Series D Consent (as defined below).
This Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed to report that, on October 9, 2026, the Company, the Series D Majority Holders and J.J. Astor & Co., a Utah corporation (“J.J. Astor”), executed and delivered a revised Consent, Waiver and Ratification (the “Revised Series D Consent”), which replaces the Original Series D Consent in its entirety. This Amendment (i) amends and restates in its entirety the portion of Item 1.01 of the Original Form 8-K captioned “Series D - Consent, Waiver and Ratification,” (ii) supplements Item 3.03 of the Original Form 8-K, and (iii) amends
Item 9.01 of the Original Form 8-K to file the Revised Series D Consent as Exhibit 10.4, which replaces Exhibit 10.4 to the Original Form 8-K.
Except as described in this Amendment, this Amendment does not amend, modify or update any other disclosure contained in the Original Form 8-K, and the Original Form 8-K continues to speak as of its date. This Amendment should be read together with the Original Form 8-K.
Item 1.01 Entry into a Material Definitive Agreement.
On October 9, 2026, the Company, the Series D Majority Holders and J.J. Astor executed and delivered the Revised Series D Consent, effective as of September 30, 2026. The Revised Series D Consent amends the Original Series D Consent to, among other things:
(a)
extend the consent to the Series E CoD itself, consent to the execution and delivery (rather than the execution, delivery and performance)
of the Series E Documents, and add the acknowledgment that the Series E Preferred Stock is the only series of the Company’s preferred stock with “as converted” voting rights;
(b)
narrow the most-favored-nation waiver to the voting rights provided for as a term of the Series E Preferred Stock (rather than any right to receive voting rights or any other term of the Series E Preferred Stock), and no longer waive participation, equal-treatment or similar rights;
(c)
replace the broad waiver of any breach, Event of Default, Default Premium, Default Dividend or other remedy arising from the Series E transaction with a limited waiver, subject to carve-outs;
(d)
remove the consent to register the Series E Conversion Shares, including by pre-effective amendment to the Company’s Registration Statement on Form S-1 filed with the SEC on September 22, 2026, and instead restrict registration of the Series E Conversion Shares;
(e)
add the conversion limitation on the Series E Preferred Stock and the related consent and waiver of J.J. Astor as the holder of the Series E Preferred Stock; and (f)
add a reservation of rights by the Series D Majority Holders and provisions protecting J.J. Astor.
Michael Pope, the Chairman of the Board, is also the Chief Executive Officer of J.J. Astor and executed the acknowledgment of the Revised Series D Consent on behalf of J.J. Astor.
The foregoing description of the Revised Series D Consent does not purport to be complete and is qualified in its entirety by reference to the full text of the Revised Series D Consent, a copy of which is filed as Exhibit 10.4 to this Amendment and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 of this Amendment regarding the Revised Series D Consent is incorporated herein by reference. The conversion limitation and registration restrictions agreed to by J.J. Astor in the Revised Series D Consent modify, as between the Company, the Series D Majority Holders and J.J. Astor, the conversion and registration rights of the Series E Preferred Stock described in Items 1.01, 3.03 and 5.03 of the Original Form 8-K. In particular, notwithstanding the Series E CoD, the Series E Preferred Stock may not be converted until the earlier of (i) such time as no shares of Series D Preferred Stock remain outstanding and (ii) the date on which a registration statement covering the resale of all shares of Class A Common Stock issuable upon conversion of the Series D Preferred Stock has been declared effective and the Required Stockholder Approvals have been obtained.
Item 9.01 Financial Statements and Exhibits.
(d)