Boxlight Corp: enters preferred stock purchase agreements totaling $8,350,000

What happened

• Boxlight Corp reported that it entered into and amended securities purchase agreements for Series D and Series E convertible preferred stock. The Company originally entered into the Series D SPA on Aug 5, 2026 and filed the Series D certificate of designation on Aug 6, 2026; the Company and the Series D purchasers executed a First Amendment to the Series D SPA on Sep 30, 2026. On Sep 30, 2026 the Company entered into the Series E SPA with J.J. Astor & Co. and filed the Series E certificate of designation on Sep 30, 2026.
• The Series D transaction involves 937,500 shares of Series D convertible preferred stock at a purchase price of $8.00 per share (stated value $10.00 per share; aggregate stated value $9,375,000; aggregate subscription amount $7,500,000), payable in two tranches. The Series E transaction involves 106,250 shares of Series E convertible preferred stock at a purchase price of $8.00 per share (stated value $10.00 per share; aggregate stated value $1,062,500; aggregate subscription amount $850,000). Michael Pope, Chairman of the Board, is also Chief Executive Officer of J.J. Astor, and he disclosed his interest in the Series E transactions.

Key details

• On Sep 30, 2026 the Company filed a Certificate of Amendment to the Series D CoD that amended and restated Section 4 (liquidation) to set a $10.00 per share liquidation preference and added Section 15(d), which requires prior approval of holders of a majority of outstanding Series D shares for certain mergers, asset sales, change-of-control transactions, and similar fundamental transactions.
• Series D economic terms: 937,500 shares; stated value $10.00 per share; purchase price $8.00 per share; aggregate subscription amount $7,500,000.
• Series E terms and protections: 106,250 shares; stated value $10.00 per share; purchase price $8.00 per share; aggregate subscription amount $850,000. The Series E CoD includes a variable conversion price (conversion price equals the greater of the Adjusted Floor Price and 80% of the lowest closing price during the five trading days before conversion), an initial Floor Price of $0.95 subject to adjustment, a 19.99% exchange cap and 19.99% beneficial ownership limitation, cumulative default dividends of 20% per annum in certain cases, a $10.00 per share liquidation preference senior to common stock, and voting rights on an as-converted basis capped at 19.99% until Required Stockholder Approvals are obtained.
• The Series E SPA contains covenants while the Series E Preferred Stock remains outstanding restricting issuance of Class A common stock or common stock equivalents, incurrence of indebtedness, filing of registration statements (with specified exceptions), limits on Variable Rate Transactions (except the ELOC), a prohibition on certain reverse or forward stock splits without consent, a requirement to hold a stockholder meeting within 180 days to obtain Nasdaq approvals, and other customary provisions including legend removal liquidated damages and public information failure payments.

Why it may matter

• The filing reports Item 1.01 (entry into material definitive agreements) and Item 3.03 (material modification to rights of security holders). Those items cover the Series D SPA amendment, the Series E SPA, the Certificate of Amendment to the Series D CoD, and the Certificate of Designation of the Series E CoD described above. The filing also includes Item 3.02 disclosures regarding unregistered sales of the preferred shares. The filing does not show why the insider traded or why the company acted.