Boxlight raises $850,000 in Series E preferred stock from J.J. Astor

Boxlight Corporation has entered into a securities purchase agreement with J.J. Astor & Co. to raise $850,000 through the issuance of Series E Convertible Preferred Stock. The transaction, disclosed in a Form 8-K filed with the Securities and Exchange Commission on September 30, 2026, involves the sale of 106,250 shares at a purchase price of $8.00 per share. This price reflects a 20% original issue discount off the stated value of $10.00 per share, resulting in an aggregate stated value of $1,062,500.

The Series E Preferred Stock is convertible into shares of Boxlight’s Class A Common Stock. The company expects to use the net proceeds for general corporate purposes, including working capital and potential acquisitions. The agreement explicitly prohibits the use of funds for repaying indebtedness, redeeming common stock or equivalents, or settling pending or threatened litigation.

The filing also details a first amendment to the existing Series D Securities Purchase Agreement. On September 30, 2026, Boxlight and the Series D Purchasers, which include Shakawe Capital LLC, ClearThink Capital Partners LLC, and Secure Net Capital LLC, agreed to amend the original contract. The Series D Purchasers consented to a Certificate of Amendment to the Series D Certificate of Designation, specifically regarding the amendment and restatement of Section 4 and the addition of new Section 15(d). The parties acknowledged that these changes do not constitute a breach or default under the original agreement.

The Series E Securities Purchase Agreement includes covenants restricting Boxlight’s financial activities while the preferred stock remains outstanding. The company is generally prohibited from issuing new Class A Common Stock or common stock equivalents, incurring new indebtedness, or filing registration statements, subject to certain defined exceptions. Boxlight is also barred from entering into Variable Rate Transactions, except for its existing equity line of credit with Secure Net Capital LLC.

A significant restriction applies to stock splits. Boxlight cannot effect any reverse or forward stock split without the consent of holders of a majority of the outstanding Series E Preferred Stock. This restriction remains in place until the later of 180 days after the Release Date or the date when no shares of Series E Preferred Stock remain outstanding. An exception exists for reverse stock splits of up to 500:1 or those necessary to comply with exchange listing requirements.

Boxlight committed to convening a shareholder vote within 180 days of the initial issuance date to secure the approvals mandated by Nasdaq Listing Rules 5635(b), (c), and (d). Should those approvals not be secured at that meeting, the company is obligated to schedule additional meetings every 30 days until they are obtained. The agreement also includes provisions for most-favored-nation treatment, lock-up agreements, and specific penalties for public information failures.

Michael Pope serves as Chairman of Boxlight’s Board of Directors and as Chief Executive Officer of J.J. Astor & Co. Due to this relationship, Mr. Pope disclosed his interest in the transaction. He recused himself from all deliberations and votes related to the Series E transactions and did not participate in the Board’s consideration or approval of the deal.